


The Side Effect

by megamatt09



Category: Spider-Man - All Media Types
Genre: F/F, F/M, Harems, Multi
Language: English
Status: Completed
Published: 2014-04-26
Updated: 2016-08-21
Packaged: 2018-01-20 22:17:53
Rating: Mature
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 90
Words: 460,003
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1527686
Author URL: https://archiveofourown.org/users/megamatt09/pseuds/megamatt09
Summary: <blockquote class="userstuff">
              <p>AU, the spider bite gives something extra to Peter. Peter/Multi.</p>
            </blockquote>





	1. Chapter 1

Nick Fury was never one to mince words. He knew when a situation was fucked up beyond all belief.

"Should we tell them Commander Fury, sir?"

"Some people are better off not knowing that they were tortured, operated on, and god only knows what else by HYDRA," Fury said, looking at them. "Their memories of the ordeal…..the last seventy two hours, they're all gone."

"They don't seem to remember anything; the last thing they remember is when the plane went down."

Fury gruffly nodded.

"Let's hope it remains that way," Fury said, looking at the scientist. "Check them out and release them. Keep an eye on both of them. When HYDRA gets their hooks into you, it's a long road towards recovery."

The agents nodded and there were gruff statements of reassurance. Fury hoped that sending two of his top agents, Richard and Mary Parker on a mission like that would not come back to bite SHIELD in the ass.

"We caught the HYDRA scientist in question sir, but he's not talking," one of the field agents said, poking her head out from behind the door.

"It would be one of many no doubt, and I'm certain we were damn lucky to get that one," Fury said, holding the file report that they had.

Other than the fact that the Parkers had been captured, tortured for several days, experimented on, Fury could not find anything wrong with them. In fact, he found everything right with them, which made absolutely no sense whatsoever. They were healthier than they were during their last SHIELD physical.

What were the ramifications of what they did?

HYDRA had a game that they were playing but it was up to Fury to figure out what they were up to. And if he could not figure things out, there would be huge ramifications.

That word resounded to Fury big time.

"Release them once you check them over one time and do everything you can to find even the slightest thing wrong," Fury said. If the Parkers were clean, then perhaps they were fortunate. Many SHIELD agents who had been captured by HYDRA were not.

"Yes, sir."

* * *

Twenty years later, sixteen year old Peter Parker was about ready to enjoy what he hoped to be a nice quiet Saturday morning.

He did get a text message from a friend of his, because there was something interesting that she wanted to show them. The young man made his way outside, feeling the nice breeze as he walked down a couple of blocks. It was one of those days where he was happy to be alive.

Over the past thirteen years, Peter lived with his Aunt May and his Uncle Ben, that was the only kind of life that he remembered. He only knew that his parents died in an accident thirteen years ago. His memories of them were extremely faint, but that was the past.

The young man made his way outside of OsCorp tower.

He wondered how he was going to be able to get inside. The security must be something amazing to get through the door.

The guard at the door wasn't the most attentive person in the world. It was early Saturday morning and he was not really in it all of the way.

Peter watched the guard go off to get his cup of coffee.

"Psst, Peter."

Peter spun around so fast that he nearly received whiplash. He saw someone waiting for him.

"Oh, hey Gwen….um are you supposed to…"

"Relax, it's okay, no one's here."

Gwen Stacy walked forward, with a smile on her face, that was tainted with mischief. Her blonde hair hung down past her shoulder, with a black head band covering the top of her head. A black blouse buttoned up to cover her chest and she wore a white lab coat. Casually, she wore a pair of blue jeans, tight against her body. That gave Peter a nice view.

"They're working on something fascinating, it could change the world if they get it working for humans," Gwen said and Peter looked at her, with a surprised look. "Many diseases that are uncurable, they could be cured."

"Well, you've been busy here, haven't you…"

Gwen Stacy was two years older than Peter and kind of like a mentor. Sometimes a corruptive influence in some ways, the more that Peter knew about it. Her mother died at an extremely young age and her father was the Captain of the New York City Special Crimes Unit. He was never really around, so Gwen practically raised herself.

"Well what do you have to show me?" Peter asked and Gwen's lips curled into a bright smile, she grabbed Peter around the arm.

"Glad you asked," Gwen said, leading Peter there. "The OsCorp project started simple, injecting spiders with this super serum…"

"Spiders powered by super serum?" Peter asked, raising his eyebrow.

"Yes, by super serum," Gwen said with a smile. "Kind of like Captain America, only not really. That formula died with the original scientists. And companies and the government have been trying to duplicate that formula for years."

"But they've not gotten close," Peter said, remembering how he read about that for years. She lead him down the restricted area.

"This is so cool right here, these spiders have been specially bred for the purpose of testing the formula," Gwen said, swiping her card through the door and making it go through. "We'll be fine for the next hour, but when the security shift switches over, the other guard….is more attentive to this one."

"So no one is allowed to be here…..that's not…."

"Well its frowned upon," Gwen said, looking forward. "But there's no official restriction. I'm just an intern, so I really don't have much of a job to lose."

"That's an interesting way to think about things," Peter said, and Gwen's lips curled into a smirk. Her hand clasped onto his as they looked over the box of the spiders.

In the window behind then, there was a fresh batch of the formula simmering. Gwen noticed Peter looking at it.

"The last attempt was as potent as Osborn wanted," Gwen said and Peter looked at her.

"You actually talked to Norman Osborn?"

Gwen had a sheepish smile on her face. "Not exactly, but I know someone, who knows someone, who knows someone, who has a cousin whose boyfriend's sister talked to Norman Osborn over the phone."

"How many levels deep was that again?" Peter asked but Gwen looked at the spiders, a frown appearing on her face. "What is it now?"

"There are supposed to be fifteen spiders here, but there are only fourteen," Gwen said, doing a quick head count and Peter looked at her.

"They're….not supposed to be out in the open, are they?"

"Don't panic, maybe one of them were taken out of the case for experimentation," Gwen said, brushing the hair from her face.

"I hope….so," Peter said, saying the next word immediately and he could see a spider crawling on his arm. "Um Gwen."

"Don't move….try not to breath too much," Gwen said and she looked at Peter, sensing the question that he was about to ask. "I'm not sure what the consequences of the serum infected spider biting a person is but…."

Gwen left that statement hanging as the spider appeared to be docile on Peter's arm. That was a good thing, as one small tiny jostle could have shifted it.

' _Doesn't exactly fill me with warm confidence and sunshine,'_ Peter thought to himself and the blonde casually picked up a pair of tweezers.

"Going to be over before you know it," Gwen said, an air of being professional to her voice. She reached forward and prepared to remove the spider off of Peter and return it humanely to the case where it could live out the rest of its, likely short life.

A hissing caused Gwen to pause and cringe.

' _Please don't be what I think this is, please don't be what I think this is, please don't be what I think this is,'_ Gwen thought, as she looked over her shoulder and the OsCorp formula bubbled in a sinister manner. The blonde's heart thumped against her chest.

No sudden movements, easy does it. Can't go too slow but….

BOOM!

The grass cracked and Gwen could see the green fumes leak into the room. She was closest to it, so she inhaled the formula.

"Oww," Peter winced as the spider bit him. The arachnid landed on the ground, motionless.

"Peter," Gwen whispered, she inhaled some of the fumes from the formula, which made her a bit light headed. Hanging onto the wall for leverage, she slid over to Peter. "Are you….."

"The spider bit me," Peter said, he could see the bite on his arm and it was pulsing. He was pretty sure that spider bites weren't supposed to do that.

"Yeah….we better get you to the hospital….." Gwen managed, as she took half of a step forward and nearly collapsed. The fumes she inhaled made her light headed.

With surprisingly fast relaxes, Peter caught Gwen.

"Seems like I'm not the only one who should be going to the hospital right about now," Peter said, much to his surprise, his vision was a bit blurry.

Taking off his glasses, his vision was picture perfect. He faced Gwen and never realized how beautiful she was. Well he did realize that before, because he had to be stupid not to but…..well Peter was just going to stop thinking before he confused himself.

"Pete….I'm fine," Gwen said, as she felt her body heat up, and her arms held around his neck. She could feel Peter's arms wrap around her, he felt so warm pressed against her. The blonde blinked. "Really, I'm fine."

"Gwen, you're hot," Peter said and Gwen gave him a smoldering smile.

"Thanks for noticing, took you long enough," Gwen muttered to herself and Peter looked a bit agitated.

"No, literally, as in you're burning up."

Gwen noticed that about a few seconds after Peter mentioned it to be honest. She actually got really hot and then she felt a chill go down her body. Then back to normal.

"I feel fine right now," Gwen said to Peter and Peter placed his hand on her head, feeling the soft flesh underneath it. "See, fine, just fine."

"You nearly collapsed…"

"Well if you really want to give me a full physical, than by all means," Gwen said, her teenage hormones kicking up to an entirely different level. She could feel her core heat up and there was a second where she wondered if the chemical was some kind of super sex stimulant. "I wouldn't mind anyway…..I've got to….."

"Gwen, maybe you need to get to the hospital," Peter said, but he could feel her subtly rub against him. He tried not to get hard with her rubbing against him.

"I told you Pete, I feel fine," Gwen said, and now she was practically straddling his lap as he was back against the table. The blonde gave him a smoldering smile, slowly drawing circles on his chest with her index finger. "In fact, I feel great."

"I don't know about….."

Gwen cut off his protest with a long and juicy kiss. Peter's eyes widened, as her lips were moist and warm. They tasted delicious, kind of like strawberries but different. He could not really explain the intoxicating aroma flowing through his body.

Pheromones shot into the air and Gwen ran her fingers down his back. The two broke apart from the kiss and Peter was well aware that his hands rested on her supple young rear.

"Pete, that was amazing," Gwen said with a wide smirk on her face and Peter looked at her.

"Yeah, it was," Peter said, he was overcome by teenage lust, actually this was beyond teenage lust. Feral, animalistic instinct might be a better way to describe that. Although he was not discounting the small part the teenage hormones put into it. "So amazing…"

"Yes," Gwen said and she ran her hand down Peter's stomach and stopped a bit below the belt area. Her hand curiously roamed down his pants.

"Gwen….." Peter said.

"You might have swelling because of some kind of reaction from the spider," Gwen whispered, feeling him pulse in his pants underneath the palm of her hands. She slowly ran her fingers over it and she caused Peter's hips to give a jump. "It's common but there are no other side effects…..that I can know. But given the spider…there might be some ramifications."

Gwen threw her head back.

"How often do you jerk off?"

Peter was taken completely aback by that question, especially with the girl in question doing the action she asked of to him.

"That was a simple question, Pete, not exactly quantum physics," Gwen said, stroking him slowly in his pants. He really had nothing to be embarrassed about so Gwen wasn't sure why he turned all blushing nun on her.

Peter closed his question. "I don't know, I really don't keep track."

"Once a week, once a day, a couple times a day, every hour on the hour….."

"Every hour on the hour!" Peter yelled, a bit scandalized on that question and Gwen clenched him, firmly. The blonde slowly pumped him. "Why….why do you need to know anyway?"

"I need to sate you so I can get you home to run tests, and I have only twenty minutes to do this," Gwen said as she looked at the clock nervously. She could feel her own lust about ready to give way and she imagined Peter inside her. "So, I kind of need to know what type of resistance you have built up."

"I don't know, every so often…"

"Pete, details, do not skimp out on them," Gwen said, speaking up her actions, in an attempt to get him to burst. "You're a teenage boy, I don't know what kind of Beaver Cleaver household that you were raised in to have masturbation be such a taboo."

"Fine, three times a week, more when I see you," Peter said and Gwen looked at him, with a wicked grin, as she used her other hand to coax his essence from him.

"I'm not offended that I was your fuel for your fapping fantasies," Gwen said as she continued to work him over. She could feel how think he was in her hand and wondered how he would taste in her mouth.

"Gwen," Peter groaned and Gwen smiled. "I'm not sure….."

"We've known each other for two years, I say that's more than enough time, hell that's a long time in high school years," Gwen said, speaking up her motion. "Pete, I need you to cum for me. Don't hold back, give me everything that you have."

Pete saw Gwen's face and that was enough to really get him going. Her hand pumped him, rapidly and he felt himself twitch.

The explosion was more prolific then he remembered and it did feel more amazing in a girl's hand, as opposed to in a set of paper towels.

The thick fluids coated Gwen's hand and she could feel them. They were so thick that she could not believe it.

The blonde lifted up her hand and licked it, tasting it.

"Mmm," Gwen said and she looked at Peter. "Come on, I'll drive you to my house…..there's no way I can let you get home in the state you're in. Just let me take care of this."

Gwen began to type something in on the computer. She was hard at work and Peter noticed that she struggled to maintain her composure.

"What are you doing?"

"Erasing the last hour of security footage," Gwen said as she hacked into the system. "Trust me, you don't want what we did to pop up on camera."

' _Nothing compared to what we're going to do,'_ Peter thought but then he had to smack himself for the thought.

"But that was just an appetizer before the main event," Gwen said, as she blacked out the security cameras. "There, last hour gone, last ten minutes gone."

Gwen looked over her shoulder and she could hear the footsteps around there. They were coming from the other end of the lab, finally noticed the explosion. She actually was surprised it took this long and she convinced herself that for once she was fortunate.

"So, my car's parked outside, let's go," Gwen said to Peter, hoping that the traffic wasn't too bad. She needed to figure out what the damage was and if her theory was corrected.

"Why do I feel like I'm your science project….."

"I just need to ensure that everything is fine and…..you're not running a fever, are you?" Gwen asked and Peter looked at her, shaking his head.

"Is there a reason why I…"

"Well if you were running a fever, then I would be worried," Gwen said, with a frown crossing her face. "Because that means that you were dying from the venom of the spider. Certain varieties of spiders in here are highly poisonous and can kill prey ten times their size."

"What…why….they put super serum in the bodies of these spiders?" Peter asked, trying to wrap his head around that. Gwen shrugged her shoulders. "Who in the blue hell thought that was a good idea."

"I don't know," Gwen said, shrugging her shoulders. "I just intern here, I can't figure out everything."

Peter had been so wrapped up in their conversation that they did not notice that they were outside.

"So far, so good," Gwen said and she looked at him, before she lowered her voice to an apologetic whisper. "I'm sorry."

"For what?"

"Well, I'll let you know when I'm right, hopefully I'm not," Gwen said, ushering Peter into the car. "I'll get us there as quickly as I can. I have a lab in my bedroom….."

"What if you blow up the house?" Peter asked before he could help himself.

"Do I really seem like the mad scientist type?" Gwen asked and Peter opened his mouth but she cut him off. "Actually, don't answer that question."

"Wasn't going to, I'd like to live," Peter said and Gwen shook her head.

' _Patience, patience,'_ Gwen chanted mentally, almost like a mantra.

"Um, Gwen."

"Yes," Gwen said, trying to keep her mind on the road and not on the fact that she wanted to jump Peter and ride him into a coma.

"Since when did you have pointy elf ears?"

"I don't," Gwen said, hitting the breaks when the light turned read but then she stopped, catching a glimpse of her ears. "Well….I guess I…..I guess I do. Although I'd classify them as more goblin like, not elfish, really."

"We're not going to get into a debate about the details of mythological creatures," Peter said and Gwen smiled.

"No," Gwen muttered, wondering if other parts of her body were shifting. Then again, her shirt didn't seem just this tight this morning.

Must have been some vitamins in that green cocktail. She just hoped that she didn't turn into some hulking green goblin creature and go on a rampage or something absurd like that.

* * *

"Sir, we have a problem."

Norman Osborn slapped the folder down on his desk. He sat in the darkness in his office, medication hastily shoved back into his desk.

"What kind of problem?"

"There was an explosion, the Goblin serum has been tainted beyond all use….."

Osborn did not want to hear this. That serum was his lifeline. He was running out of time.

"Salvage it," Osborn said to his underling. He wasn't going to let this slip through his fingers. He was pretty sure that this particular cocktail would make him strong beyond all measure.

There were two things that Osborns never did.

An Osborn never apologized.

And an Osborn never gave up. Even when the doctor gave him six months to live.

**To Be Continued.**


	2. Chapter 2

Much to Gwen's relief and obvious surprise, she did get Peter at home without any trouble whatsoever. And she didn't have anything wrong with her, other than the goblin ears, elf ears, whatever one wanted to call them.

"So…..you're not running a fever or anything, that's the best sign as we've established," Gwen said and she unbuttoned the first few buttons of her shirt to allow her some breathing room. It was much tighter against her chest. The blonde hoped that her skin did not turn green or something absurd like that. Because while the ears might be easy enough to hide given some creativity, green skin was far worse. "The spider bite was only the tip of the iceberg, there's the serum vapors. Did you inhale any of it?"

"I don't remember," Peter said and Gwen raised her eyebrow. "I mean, I was distracted by the spider so much that I didn't know whether or not I inhaled them."

"They could have serious ramifications if you inhaled it or perhaps the two would cancel each other out," Gwen said, brushing her fingers through her hair. "But it's not like that, with the pheromones and other powers that you might exhibit."

Gwen could run a test.

"Peter, pick that bookshelf off of the ground," Gwen said to him and Peter raised an eyebrow. "Pick it off the ground and over your head."

If her theory was correct, he might be exhibiting some kind of strength that was proportional to a spider.

Peter did not question that matter too much and he grabbed onto the book shelf. It took a few seconds but much to his surprise, he lifted the jam packed bookshelf over his head.

"Okay, you can lift the bookshelf, not exactly all that impressive," Gwen said and Peter raised his eyebrow. "And by not that impressive, I mean not that impressive based on what you could do."

"What can I do?"

"Well you should be able to lift well over a ton and that could be the baseline minimum of what your strength is capable of," Gwen said, pinching the bridge of her nose. She was trying to mentally run through everything in her mind. "Then again, we're going through territory that is increasingly uncharted so….."

"Anything is possible," Peter cut in and Gwen responded by nodding.

"Yes, Pete, you said it, anything is impossible," Gwen said and she closed her eyes. "And your body is still assimilating with those powers. It could be possible that after twenty four hours, you could burn through it and you would be back to normal."

Gwen listened closely and felt Peter's pulse.

"Everything appears to be normal on that front," Gwen said and she ran her hand over the top of his head. "Temperature is normal but….."

Gwen turned around and picked up a large book from her desk. Without warning, she threw it at Peter.

Peter caught the book in his hand, it was almost like he had some kind of warning, telling him that there was some large book flying at his head.

"So, are you going to tell me what the point of that was?" Peter asked, surprised that he caught the book in his hand.

"I was seeing if you had some kind of danger reactive sense, because it has been bred into some of the breads of spiders that OsCorp was using for its experiments," Gwen said and Peter blinked at her. "Although spider sense kind of rolls off of the tongue better, doesn't it?"

"Spider Sense?" Peter asked, raising his eyebrow. He was not about to hide his amusement and Gwen frowned back at him.

"Do you have a better name for it?"

"No, actually I don't," Peter admitted after racking his brain.

"Your stamina should be increased, your speed….we already dealt with strength and you should stick to and be able to climb walls," Gwen said and she was racking her brain for something else. "Along with other surfaces."

"So certain parts of my body can stick to…"

"Yes, but you should be able to consciously turn it off, at least I assume that you can," Gwen said and she took a few seconds to think about what she needed to do. She was all business, even if the thoughts in her mind was less so.

Peter could not help but respond with the obvious statement. "Well you all know what they say about assumptions, don't you?"

"Yes, I do," Gwen said, frowning as she bit down on her lip. "But we've got a lot more tests to run and….."

"What about you?" Peter asked, not able to help himself. "You would have some powers due to that green serum cocktail that you inhaled."

"One problem at a time, Pete," Gwen said, waving off that thought. The blonde scientist was curious about Peter's limits. "We're going to test your strength, your speed, and then…..we're going to test your stamina."

Perhaps it was just the perverted teenager that rested in the mind of all teenagers, but Peter was intrigued about what "testing his stamina" entailed.

* * *

"Okay, that battery of tests went as planned."

Peter took a breath and there was a smile that crossed his face. "Good, I'm glad."

"Long term…..well that's only something that we could figure out long term," Gwen said and she smiled. "I'm not sure if you're going to have any other attributions of a spider, which could happen, potentially."

Peter had one thing to say. "You mean like I become hairy, grow four extra limbs, and start shooting webbing out of my….."

"Hypothetically those things could happen, yes," Gwen said, looking more thoughtful than anything. Come to think of it, the extra limbs thing might be useful, obviously, for obvious reasons. Her adrenaline was pumping to a heightened level and she needed someone to burn off some steam with soon. Peter was a person that she trusted to give her what they wanted. "But, again, I think that we're going into uncharted territory. There's also this potential chance that your DNA might be altered for some reason before you even got bitten by the spider. Once I run some tests, you'll know….."

"Wait you mean like a mutant," Peter said and Gwen nodded.

"Yes, like a mutant," Gwen said and she ran her hands through her hair. "Of course, there are other stimuli that could bring out unlocked potential in people. Bruce Banner could have very well turned into dust but…..well, he's mostly fine."

"Unless you make him angry," Peters said and Gwen nodded.

"I don't think that there's anything wrong with you," Gwen said, running her hands on Peter's arms. She could feel the subtle muscles forming. "But the problem is, your appetite will increase, and you need to fulfill it."

"So, I'll eat a couple more square meals a day," Peter said and Gwen shook her head. "Oh, you mean….."

"Yes, I mean, these pheromones that you excrete, they shouldn't attract every women within a country mile, but they will lower the inhibitions of those women who would be attracted to you normally," Gwen explained to him and she ran her hands down his chest, slowly unbuttoning his shirt to get a better look. "Someone as handsome as you, well there's no question about it, they will have no shortage of female attention."

"Is this…"

"Is it bad, not necessarily," Gwen said and she ran her fingers towards him. "Humans tend to go for one mate, because they are a simplistic species. You on the other hand, are less human, not completely spider, but partially man."

"Like some kind of Spider-Man," Peter muttered, seeing Gwen's bosom strain against her shirt and her cleavage was amazing. It made his mouth dry.

"Go ahead Peter, I'd be offended if you didn't," Gwen encouraged him, looking him straight in the eye. "I want to see how those hands would feel sticking to me."

Peter opened her blouse and pulled it off, revealing more of her soft skin. Her breasts pushed up in a black bra and he could see her strain against the cups.

"Beautiful," Peter said, this was about how he imagined them, actually come to think of it, it was better than he imagined him. And he imagined them to be quite nice.

"Thanks," Gwen said, giving one of her smoldering hot smiles, licking her lips as she looked him over. "You want to free them though."

Peter had dreams like this and he revealed her creamy firm orbs, with rosy pink nipples that stuck out, begging to be sucked. He pinched them and caused Gwen's eyes to close as he manipulated her breasts.

"Don't you dare fucking stop."

She felt a heat rise from her loins as Peter continued to work her over. His hands pinched them and felt her flesh. They were more than a handful and he continued to manipulate them.

"I'm going to, oh god," Gwen breathed as she felt herself come down from a high, and he was just touching her breasts. She felt her body heat up, imagining what else he could do to her.

Peter skimmed down towards her jeans and he could smell her arousal, it was making him light headed with desire.

Tentatively, he pulled her jeans off and he could see Gwen's panties soaked through. It was obvious that she was wet long before she touched her.

"Well, Miss Stacy, it appears that I'm not the only one who have been having fantasies about what might happen between us," Peter said, barely keeping the wicked grin off of his face and Gwen managed to cast him a single death glare.

"Just shut up and eat me, please."

Peter pulled her panties and saw her smooth pink lips, with a nice strip of blonde hair. He wondered how it tasted.

"Peter Benjamin Parker, don't you dare fucking tease me," Gwen managed, and Peter knew the full name ultimatum was more than enough of a prompt to delve in between her soft thighs.

He put his hands onto them and he wondered where he could begin.

' _Guess let my spider sense be my guide,'_ Peter said, focusing on willing his new found powers to pick out the spots that would turn on Gwen the most.

Sure it was a fine science and he had some practice to do. But after some trial and error, he got Gwen moaning in no time.

"Ooooh," Gwen moaned, as she felt his firm strength on her thighs, as he buried his face in between her legs. Her legs closed around him, with a force that might crush the head of a normal human being but with his spider strength, it was okay. "Might want to dial that back…a bit….if you do this with a normal girl."

Peter slackened his grip slightly but only slightly. His tongue kept exploring her womanly depths.

Gwen felt herself spasm as he worked deep into her and he pulled up to her. Her nectar flowing on Peter's cheeks made her feel hot and ready to go.

"I want to return the favor," Gwen said and she switched position with Peter. Carefully, she unbuckled his pants and revealed what was inside.

She licked her lips and slowly ran his tongue over him.

"Gwen," Peter whispered and she lubricated him. Then with one swift movement, his manhood slipped into her mouth and Gwen tightened her lips around him.

The blonde's mouth worked him over and she wondered about the taste of him as he was altered. The blue eyed blond beauty worked her mouth all the way down him, slurping on his member.

Her mouth tightened around him and Peter roamed her body. She encouraged him to do so with one smoldering look.

The blonde's mouth wrapped around him and continued to bring him halfway down. Her slurping continued for a few seconds.

His hips bucked open and he splattered his load all the way down her throat. Gwen was careful not to waste a drop, bringing it down her throat. Her breathing escalated as she continued to drain him of every single drop.

Gwen pulled off of him, her hair framing her face, as she licked her lips.

"Tastes amazing," Gwen said, throwing herself onto Peter's lap and rubbing herself against him. She dug her fingers into her back and she clawed him like a lioness in heat.

Peter grabbed Gwen's hips and decided to guide himself into her. The blonde's tight walls collapsed around him and he worked up against her. Her lithe hips worked down him, pumping his thick member into her.

The blonde bounced even higher, gaining more momentum.

"Gwen, you're really tight and hot."

"Oh, I know," Gwen said, she felt much tighter than ever before. His mouth kissed her neck and worked its way down her breasts. She did not even care what the consequences of what she was about to do.

She never had anything this real inside her, actually nothing real at all. Her dripping snatch hugged his iron pole as she worked it into him.

It was big, and she could have sworn that it reached places that it might not have normally reached. Were there going to be complaints coming from her, not in the slightest?

In fact, Gwen was amazed with his staying power and she decided to blow his mind, squeezing him as much as she could.

"Gwen," Peter grunted, as he tried to stave off his incoming orgasm but Gwen was going to make that borderline difficult for him. Actually there was no borderline difficult about this, she was going to make it extremely difficult. "Oh, I'm going to….I'm going to….."

"Don't worry Peter," Gwen said, as she pumped him a little bit more.

Peter never thought that he was going to not feel anything so good. He tried to pull out but Gwen never gave him the option, using her vaginal muscles to hold him into place and her muscular but sensual legs to hold him there. He gripped her ass.

"Gwen, I'm going to lose it in you."

"It's okay, I'm fine, it's safe," Gwen moaned, as she wanted her first time and his first time to be inside her. There was a special connection between the two of them that would not be broken. The blonde quickened the pace and rode him even more.

He had about ten more seconds before the dam burst.

Gwen could feel something pumped into her alright and it was something that caused her body to heat up. Her breasts felt pleasure as he pumped his essence into her waiting womb.

Peter started to slide out of her but Gwen noticed something. She grabbed him and examined him.

"By all logic, you should be soft," Gwen said, barely noticing his cream dripping from her. She studied him scientifically. "I'm guess I'm going to have to try harder."

Her hot sheath of flesh enveloped him once again and Peter thought that he died and went to heaven.

"Just remember this is practice, there will be many girls that might be after this, if what we talked about is correct," Gwen whimpered.

"So….you're….okay with that," Peter grunted and Gwen smiled as she bounced up and down, trying to ride him to another mind blowing orgasm.

"As long as those bitches know their place."

She gave him a passionate kiss to reassure him and tugged on him. The sound and sensations of their sexes meeting together was pure electricity one hundred percent of the way.

His balls slapped against her wet thighs once more and he thought that he could hold on longer this time. Perhaps just a little bit longer.

The fact his face was nestled in between her sweaty, large breasts was not helping him able to keep his sensations down.

Another climax and Peter felt his juices empty into her. Gwen rode him to completion and continued to bounce higher and higher.

* * *

Sometime later, Gwen came to one conclusion.

"Well as I expected, your stamina is about where it should be. But there is always room for improvement."

"Can't really argue with that there," Peter said and Gwen rested lazily on his chest, as his fingers worked through her hair. "I actually feel more refreshed, aren't you supposed to feel….well worn out."

"Are you complaining that you didn't get burned out?" Gwen asked and Peter shook his head. "No, I figured that you wouldn't. About the only thing that we need to figure out is how your powers will function as time goes on and I'll be honest, that's difficult to do right now."

"So maybe on another day," Peter said, glad that he managed to find all of his clothes. That could have been a problem if he would have went home naked

"Yes, and I've got those DNA samples, so I'll be able to take a closer look at how your DNA has gotten changed, don't worry, I'll guard them with my life," Gwen told him and Peter looked over his shoulder towards her. Gwen reached to the wardrobe and pulled out a fresh pair of panties, given that her old ones had been soaked. "And there's my powers which…I'm not sure what. Super strength at the very least, and heightened stamina."

"Among other things," Peter said.

"Well the serum it's untested," Gwen said, after the initial amount of dizziness, she felt fine. "There are rumors that most of the people who had an earlier match tested on them, within sixty seconds, they burst into flames."

Peter jumped up.

"How did they….how did they find people who would….how did….."

Gwen gave him a kiss which soothed his nerves a little bit. "Pete, honey, you'd be surprised with what a few ex-cons would do for a little bit of power."

Peter let out the breath that he had been holding with only one word coming out of his mouth. "Right…..so….it's almost two in the afternoon?"

Gwen laughed. "Time sure flies when you're having fun, and I'm having a lot of fun."

"It's a good thing that your Dad didn't come home….."

"Dad's caught up a lot of the mob activity, the crime rate in this city has tripled," Gwen said and she leaned over and kissed Peter once more on the lips. "If you just tell your Aunt and Uncle that I was tutoring you in something, I'm sure that won't question things too much. They trust you."

"Yes, they do," Peter said and Gwen decided to go for the most obvious point.

"And obviously I was tutoring you in biology…"

"Did you really have to go there?"

Gwen laughed, the smile crossing her face getting even wider. "Well it's true and if there are any problems, you have my cell phone number. Don't worry about if it's too late. This is important and we need to monitor this. The last thing we need is some government agency tracking both of us down and turning us into some kind of super powered lab rats. Or worse, their attack dogs."

"What are the chances of that happening?" Peter asked and Gwen crossed her arms, briefly scoffing. "Yeah, I know, I know."

"You do know," Gwen said and she gave him one more kiss before they left. "I'll see you on Monday, maybe sooner if you're so inclined."

There was no denying that particular invitation. Peter left, he had a short walk to his Aunt and Uncle's house around the block. Although perhaps he should stop and eat something. Gwen did mention that his appetite would be greater.

Gwen sank down on the bed, she should really feel some soreness going through her thighs after what happened but she felt fine.

She did feel her wrists itch and burn slightly. Were they supposed to do that? Gwen wondered if she should apply cream to it or something, that would potentially alleviate the burning.

Little miniature fire balls suddenly shot up from her fingers.

' _Oh shit,'_ Gwen thought as she caught her curtains on fire. While she never really liked those curtains, that was not the point.

Thankfully, she had a fire extinguisher in her room and she was able to extinguish the flames.

Now Gwen was curious to see what the goblin formula did to her. She looked at the mirror and saw her goblin ears still in place.

The blonde screwed her eyes and crunched her nose up for a second. Her ears turned back to normal but it gave her a headache to do so.

' _Practice, my body is still changing,'_ Gwen said, collapsing on the bed. She was going to have to run more tests. Call Pete in about an hour to make sure he got home safely, all that good stuff.

* * *

So he could climb walls, this was the only way to travel. Peter thought about some kind of device that he could build to easily swing from wall to wall, going across the city. It would sure save on gasoline and mean that he had no need for a driver's license.

Peter dropped down, being careful not to be seen. In the back of his mind, he already was trying to formulate some kind of web fluid formula. It was slow going.

One of the best things about these new powers was the fact that he no longer needed his glasses. The main problem with that though was he did not know how he was going to explain that to his aunt and uncle.

Peter made his way home, feeling very alive.

He entered the house and saw a note that Aunt May and Uncle Ben were out for the afternoon running errands and they should be back for dinner. Aunt May said that there was sandwiches for him if, he got hungry.

Well that was rather handy, as he was hungry, hungry like the wolf. Or rather a spider.

Peter chowed down on the sandwiches, looking at the Daily Bugle. A special report about how the mysterious Kingpin of Crime had been baffling police. How there was a reward for anyone who would turn in information leading to them to unmask him.

' _Hmm, lot of crime in New York City, and I've got power to do something about it,'_ Peter thought to himself, flipping through the paper and looking at a lot of the fluff pieces. Tony Stark reinvented the wheel yet again and Reed Richards was up for some kind of an award for an invention that only he understood.

Scientific geniuses that he aspired to be like some day, but his parents were that in their own right. They left Peter behind a legacy and many unasked questions.

His cell phone was hot and he smiled as he picked it up.

"Just, calling to make sure you got home safely, Peter," Gwen said.

Peter was quick to answer. "Yes, I got home safely, took a bit of a wall crawling root. I think that some kind of….."

"Careful who you talk about, you don't know who might be listening in," Gwen said. If she could tap into phone conversations easily, with a few pieces of equipment, who knew what the government could be capable of.

"Right," Peter said.

"I'll talk to you on Monday, about the project that we're working on," Gwen said and Peter smiled.

' _Like that's not going to pique the curiosity of anyone who is listen in,'_ Peter said.

"So, have you made any headway?' Peter asked Gwen.

"Loads," she replied, but her voice shook a little bit. "But I'll talk to you about it on Monday. And if you need anything….."

"Believe me, I know you'll be there when I need you," Peter told Gwen.

He had ideas roaming in his head but he felt like he needed to calm down his thoughts. Just because he had all of this new power, did not mean that everything would occur seamlessly.

Peter knew one thing, he had greater clarity of what was going on around him. Perhaps some day, even he could figure out what Reed Richards was talking about.

* * *

Norman Osborn smelled a rat, although he could not figure out exactly when and where that rat came out. Never the less, he saw something missing.

One of the OsCorp enhanced spiders were missing. It could not have gotten far.

The security system also failed, for a period of time this morning.

Putting that all together, someone, be it a guest or an employee got themselves bitten by one of the spiders. If there was a corpse out there who died from complications, then they needed to find it. An autopsy would be performed and they would be one step closer to perfecting their formula.

The seconds of time grinded on Osborn, the six months that he had to live, slightly less now, reminded him that time was not a luxury they had.

He was visited by a strange possibility, the fact that someone got bitten and survived.

What could happen then?

It was time to talk to the individual who oversaw the genetic splicing of the experiment. He turned to his assistant.

"Tell Octavius that I'm going to meet with him in five minutes."

There was no question because Osborn did not make requests. He did decisive actions and made demands.

He would go over the employee records, everyone in this building could be a potential carrier or someone who invited the person who got bitten inside the building without his knowledge.

Osborn hated when things were done without his knowledge and if he found the person who got bitten, whether or not they survived, he would have vital information.

**To Be Continued.**


	3. Send for the Man

"So, fireballs were coming out of your hands?" Peter asked Gwen, he was trying to keep his voice down so no one could find out what he was talking about.

The blonde's eyebrow corked halfway up and she nodded, with a smile on her face. "Yes….I didn't burn down anything, though, don't worry."

"Well that's a good thing."

"No kidding," Gwen said, that was something that threw here completely and utterly off guard to say the very least. The blonde brushed her fingers through her hair. "So….."

"You're trying to figure out if anything else is happening to your body, other than the obvious things that are happening to your body," Peter said and Gwen's smile became extremely forced. "But….."

"I know," Gwen said, almost breathlessly as she kept her eyes locked onto Peter's for a few seconds. "But, you know….."

"I actually came up with some ideas," Peter said and Gwen was curious about that. "I mean, I've got these powers, shouldn't I do something with them?"

"Well that's up to you, just because you have powers, you don't really owe anyone anything," Gwen said with a smile. "Especially considering it might draw some attention to yourself."

"You said it yourself though," Peter countered and Gwen wondered what she said. "The crime rate in this city is going through the roof and I don't think that I'll….."

"I know, I know," Gwen said and she smiled. "Believe me, your heroism is endearing…but…"

Gwen trailed off, to be honest, she had no reason why she should argue with what Peter was doing. The blonde racked her mind and thought about it.

"You've got a good point, actually," Gwen said and she smiled. "And I'm sure that someone with your brains, you're thinking about a productive way to go about this."

"Pretty much," Peter agreed, as they heard the first bell.

"We'll talk about this after school," Gwen said and the two of them made their way up the stairs with each other. They were chattering about various things and Peter made his way up the stairs.

"Yeah, my Dad said that there was a big explosion at OsCorp….."

"That place, it should be shut down, do you realize what it's doing to the environment?"

"You worry too much about what it does to the environment, Osborn's greedy ass put my father out of a job, he put his company out of business."

"Seriously?"

Peter and Gwen stopped and they tried not to act like he was listening to them.

"Hey, Parker, watch where you're going."

Peter stopped and nearly run into Flash Thompson. He took a step back and he sighed. Flash was the usual jerk jock douchebag, as everyone at Midtown High well knew. The problem was that he was the best at the world at what he did, and that was being a Quarterback. He lead the team to state twice already.

Even though his academics were not the best in the world, he was good at football.

"Flash, didn't see you," Peter said calmly.

Gwen glared at Flash as he was looking towards two of his cohorts. Nerds and jocks always mixed like oil and water.

Peter could hear a buzzing in the back of his head. He stepped out of the way, as one of the jocks tried to crouch behind him as the other prepared to push him over his back.

' _Really, what are we, five years old?'_ Gwen thought as she tugged her hair but she was amused as one of the jocks tripped over the back of the other jock.

They scrambled up to their feet, about ready to gain some measure of revenge but Flash turned to them.

"Remember what he said…..if we are caught fucking with anyone, we're off the team," Flash said nervously. Their new coach was a hard ass and Flash had to work equally hard. And said coach chewed him out.

"I thought you wanted us to….."

"Not when people are watching," Flash said, although he had no idea why Parker annoyed him so much. He just did.

"Flash, aren't you going to walk me to class?"

Flash turned around and then he saw his girlfriend, on again and off again, Liz Allen standing there. Suddenly she stopped and stared.

' _Parker…..Peter Parker….no way,'_ Liz thought to herself. There was something different about him, she couldn't really understand what it was however. Her dark hair framed the front of her face and she peered out at him. The Hispanic beauty watched him leave. _'He must be….didn't he…..well I guess he's not so puny any more.'_

"Hey, I think you're girl's gawking at Puny Parker….."

"No, he must have gotten contacts, he isn't wearing his glasses any more," Liz said quickly and Flash stopped, stared, and accepted that one.

"Don't see what that hot babe sees in him….."

' _Really, you don't?'_ Liz mentally thought to herself but she shook her head. What the hell was the matter with her?

She wondered if she had stayed up too late cramming, that it was doing weird things to her brain. If she didn't pass this next set of exams, she would be off of the Cheerleading Squad and her parents would not be happy with that one.

* * *

"So did you think of a name?" Gwen asked as she managed to get some kind of communication link set up. "Can you hear me….."

"Spider-Man," Peter managed and Gwen nodded.

"Well that's entirely accurate," Gwen said as she could monitor Peter from afar and step in if she got into trouble. "This is a field test of your powers. I've got a police scanner here, I should be able to pick up crimes."

"Right, and…..very valuable," Peter said but he could hear something beneath him.

"To your right," Gwen said and Peter nodded, without breaking any stride or missing a beat.

"Yeah, I see it," Peter agreed with her, and his pulse quickened as he dropped down onto the ground. The web slinger was ready to move or at least as ready as he was going to be.

There were a group of hoods, dressed in biker jackets, wife beaters, and jeans, with red bandannas pulled over their faces and sunglasses on.

' _Must have only a face a mother can love,'_ Peter thought to himself, and he became mindful of his surroundings.

The ledge that he was on was the perfect vantage point.

"The old man, he isn't going to move out," the leader of the gang commented to him.

"If he isn't going to move out, then….we're going to have to lean on him, apply some pressure," one of the goons said, cracking his knuckles fiercely and there was a great amount of agreement from all sides. Along with some sadistic laughter, but Peter remained calm.

"We get him tonight, force him out, and we're going to own this block."

Spider-Man dropped down on the ground. He was dressed in a red and black hoodie, a pair of jeans, and a face mask.

"What are you supposed to be?" one of the gang members asked.

"I'm part of the neighborhood clean up crew," Spider-Man said and he perched himself. "Time to take out the trash."

"Waste him!"

On one hand, Peter could not believe that had said such a cliché comment but on the other hand, he was not surprised.

"Really, must have taken you hours to come up with that one," Spider-Man said and he dodged the attack. It would have been a dangerous attack, if he was not a spider powered super hero.

The thug clung against a set of trash cans, his head bouncing.

"Fitting for garbage like you," Spider-Man said and he climbed up the building, out of sight.

"Where did he go?"

"He's right here," Spider-Man said, as he wrapped a line of webbing around his foot and pulled him up to the ledge.

The web shooters were working good, although the fluid was a bit jerky at first. Then again, he only had less than a week to work on it.

The web slinger saw a high tech weapon pointed at its face. It was a shame that the thief who wielded it was not too high tech.

"Yoink."

The web slinger pulled the weapon from his hand and then a second web yank caused him to be pulled into a leaping knee to the face, knocking him down.

"DIE!"

The thug swung the crowbar at Spider-Man's head, intent to cave it in.

He stood there and tried to fire the two web shooters. There was a clink and the web shooters refused to fire.

' _Oh that's lovely,'_ Spider-Man thought to himself, holding up his hands but no matter what, he could not force the web fluid out.

He improvised, leaping onto the shoulders of his adversary, and then flipping him down to the ground.

The good news is that he made spares and they were pretty cheaply made. This was a test after all. The web slinger continued to take him down.

The sounds of sirens could be heard and Spider-Man stopped. All of the thugs were down and there was broken glass surrounding him.

Spider-Man was the only one who was still standing there and his heart kicked to a heavier heartbeat. There was only one thing that he could think right now.

' _Oh shit, please don't….'_

"Freeze….whoever you are, you're under arrest for destruction of public property."

Spider-Man had no desire to fight New York's finest.

"Take off the mask and stand down," Captain George Stacy said, as he stepped forward. "Come down, son, no one else needs to get hurt. You'll be back home by tonight if you….."

There was another explosion nearby. Someone had planted a bomb somewhere.

The leader of the gang rubbed his jaw, and looked angry. That freak with the spider powers was going to cruise for one alright. He tried to look around but the cops were there.

And it was time for him to get gone.

A limo pulled up at the doorway and the young man stopped and stared. The door opened and there was a hand that motioned for him to get into the limo.

"You're not going to believe this."

"What aren't we going to believe, Mr. Dillon?"

* * *

"Perhaps the spider has disappeared, I still don't see why you assume that it's bitten someone," Octavius whispered as he ran the simulation of some of the most probable events of what could have happened.

"I'm certain that someone disposed of the spider, whether it was the person who was bitten or some accomplice, I want to figure this out," Osborn whispered. "There have been no cases of anyone getting admitted into the hospital for unusual poisoning."

"We've been at this for a week sir, I'm certain that the spider….may have escaped into the wild, perhaps it got consumed by some predator," Octavius suggested, using his robotic arms to manipulate the equipment. This was a futile endeavor.

"No excuses, I know what the most probable results are, the wiped security footage, the missing spider, and the explosion in the lab," Osborn said to him, and he wasn't going to take no for the answer. "Nothing's turned up yet…"

"Perhaps there's nothing to turn up, sir….."

"You are lazy and unambitious, Octavius," Osborn said to him and he made his way outside the office door.

"Sir, there is a call….the Board wants to speak with you….."

"Tell them that I'm busy," Osborn snapped, not in the mood for the board and their games.

The subordinate nodded and turned around to do the deed.

Osborn hated this, that over the past nine days, he investigated this matter, and over the past nine days, he found absolutely nothing.

A spider like that did not disappear and a spider like that would not be consumed to a predator. Octavius was making excuses and it was because of his incompetence that the formula failed in the first place.

"Mr. Osborn, sir….."

"WHAT?" Osborn asked, looking extremely ill tempered. The man backed up, swallowing.

"You wanted to look for any suspicious activities…..involving anyone….with super powers or something like that," the man said and there was a long pause as Osborn nodded his head. "Well, sir, you might want to take a look at this."

Time stood still and Osborn made a split decision. "This better be worth my time."

"Don't worry, sir, it will be," his subordinate said and Norman Osborn stepped forward, waiting to see what news this would bring.

There was grainy television footage of a man who was dressed in street clothes, with a mask over his face. This young man exhibited amazing abilities, sensational and spectacular even. Norman Osborn viewed him slowly, as he took out the thugs.

He was raw, he was clunky, but the power was there.

"Did you get a better shot of him?" Osborn asked, closing his fist together. He tried to keep himself calm.

"No, sir, I didn't."

"Useless," Osborn hissed, venom flying from his voice. He did rewind the footage right away and continue to watch it. There were many questions going through his mind and not a sufficient amount of answers. Who was this man?

Who was this spider powered young man?

He had a piece to the puzzle missing and now he needed to find out what it was. Osborn hated mysteries, and he refused to believe that this matter was out of his hands, right away.

* * *

"So the field test for my powers went well, how about you?" Peter asked Gwen and the blonde raised an eyebrow. "Other than….well other than your father trying to bring me in…"

"That figures, Dad takes his job way too seriously, but it's unfortunate that a lot of criminals are walking because who they know."

Peter decided to bring this back around to what he asked. "You didn't answer the question."

Gwen's sigh was long and it was almost like she was trying to figure out what she was going to say. "Well I've got some kind of mild Pyrokinetic abilities. But, it's either all or nothing. I figured that the coverage is too wide and…"

"I'm sure it's simple as controlling your other movements, just visualize and it'll come to you," Peter said and Gwen's lips curled into a momentary smile.

"Right, visualize and it will come to me," Gwen agreed, easier said than done more often than not. Yet, she had to try. "The web shooters, they were a decent idea in theory, but they kept jamming out there, didn't they?"

"Prototype, I'm fine tuning it."

"Just keeping doing that, and I'm sure that a few other inventions are coming to mind," Gwen said and she looked back. "You have to be discrete about what you put out through….."

"Do you think anything that I can dream up would be good enough for people to want to buy?"

"Pete, you'd be surprised about the useless crap people by, it's all about perception," Gwen reminded him and he could not argue with that point. "And let's face it, what you're coming up with is far from useless crap."

"Right, right," Peter said, he could not argue about that point. "So, a nice dry run against the criminals out there."

"Yeah, but one of them got away, you might want to think of more permanent ways of securing them," Gwen said and Peter opened his mouth. "No, nothing that extreme but there are hardened gangsters out there. People who wouldn't hesitate to put a bullet in your head. Several if you give them a chance."

"So, increase the web fluid, and maybe develop something that could knock them unconscious," Peter said, rolling over the thought in his mind.

"I'd say develop some kind of paralyzing substance, you are a spider and spiders paralyze their prey before wrapping them up," Gwen said and she smiled. "Also, you might want to have a better costume, other than the threads you wore today."

"Gwen it was a dry run….."

"And while clothes don't make the man, they make him look like the man," Gwen continued. She was not the type to get all gushy about fashion like a lot of other girls did but at the same time, it would be foolish to deny what was happening out there. "So, if the clothes define you, then you should get out there, and do things…"

"Right, I will," Peter said. "So, Spider-Man is becoming a thing?"

"I guess it is," Gwen said, and she thought about it. "Your powers are stabilizing but I'm sure as you evolve and you test your powers to their further limits, your abilities will increase. Just like that."

Gwen snapped her fingers for emphasis.

"And as for me….."

"Work in progress?"

Gwen laughed, work in progress was putting things really mildly. Never the less, it described things quite nicely.

"Yes, Pete, a work in progress," Gwen agreed, as she went over some tests. "Now no side effects other than the spider powers. But your DNA is changing slightly. You're more spider than man, but you're still a man…..with spider capabilities."

"Hence the term Spider-Man," Peter said, unable to resist getting that quip out.

"Right," Gwen said as she could see the fireballs appear from her fingers. Peter watched her, nervously.

"So, how often does that happen?"

"Only when I get excited about something," Gwen said and Peter smiled.

"So the next time we have sex, maybe I should be careful?"

"I'm controlling it, just not as well as I would like to," Gwen said grudgingly but she saw a newspaper clipping. "Pete…..I think I've got a good idea to have Spider-Man's name out there and make you better known."

"What, are you going to have me take a bunch of pictures of myself trouncing bad guys?" Peter asked.

"No, but I think that a publicity stunt would be a good thing, I mean the Fantastic Four does publicity stunts all of the time and so does Iron Man…..although Stark was doing those before he put the suit of armor on."

"Yes, I know," Peter said, Stark was a genius but there was time where the man came off as an attention whore. Just a little bit.

"But, you see, there's something that you could do, you can challenge this guy, he's throwing out an open challenge to anyone in the world. And there is a cash prize involved in there."

"So, you want me to challenge some guy named Bonesaw?" Peter asked. "In some kind of underground caged fighting thingy."

"Pete, lay off the Buffy speak first of all, and yes, that's what I suggest you do, but it's up to you," Gwen said. "You can take this guy, he's likely all show and no blow. Last thing I heard, he was endorsing some kind of beef jerky product."

"Seriously?" Peter asked, raising his eyebrow.

"Yes, seriously," Gwen said with a smile and she kissed him. "It's Saturday night, just think about it."

"I am thinking about it, thinking about it's nuts, but this entire spider powers thing is completely nuts," Peter commented and Gwen smiled at him.

"What a world we live in, everything is nuts," Gwen said wisely and Peter could not argue that.

Gwen was not sure what kind of psychological affects long term their powers would give to them. However, this was unprecedented powers. In theory, both of them should have been dead all things considered. Or at least driven into a catatonic state.

* * *

"Peter, we're here."

Peter smiled as his Uncle Ben had driven him to the library right across from the arena.

"Look, Peter, I know you must be going through something right now," Ben said to him. He could tell that Peter was going through that phase like most teenagers did at that age.

"Well, I just want to get through my Sophomore year," Peter said and while it was true, it was not the only thing that he was getting into. He was going to meet Gwen in about an hour and he did have some work to get done in the library. So it wasn't a complete lie.

"Just know that your aunt and I are here to help you and you know that….."

"Actually, I'd like to ask you a question," Peter said, making a split second decision and Ben Parker was all ears. "If…..let's say you got a special talent and you could use it to better yourself, would you?"

Ben Parker looked extremely thoughtful. "Well it depends on what you're doing and what the talent is."

"Well….."

"I won't deny if there is any right or wrong answer to this, because the world isn't it black and white, and sometimes doing the right thing can lead to people suffering," Ben told him wisely. "And sometimes doing what is outside of the law to help someone, can help someone. It's not cut and dry as people make it out to be."

"Right."

"I do know this and this is the one thing you need to realize. With great power, there must also come great responsibility."

Peter blinked for a second and nodded.

"Just follow your heart, and it won't lead you wrong."

* * *

"I'm about to snap into your face!"

Bonesaw taunted the crowd. In the crowd, there was a sign that read "Send for the Man." He was a man dressed in black leather with a prominent black beard and long black hair, although there was a bald spot in the middle of his head. He waved his finger.

"No one can stop me, no one can stand up to me," he said in a loud gravely voice. "I'm in the Danger Zone!"

The man was dragged from the cage.

"Who will step up to face the champion? Who will step up to face Bonesaw? Ladies and gentlemen, Bonesaw is ready. Five minutes in the cage for one million dollars cash. Who will fight our champion?"

"I will."

A man dressed in a red bodysuit, with spider like web markings descended from the ceiling.

"Ladies and gentlemen, the one, the only, the Spectacular Spider-Man has entered the cage," the announcer said and Bonesaw looked at him.

"You are about as big as my thigh, kid," Bonesaw said as he made a breaking motion with his hands.

"I'm a lot bigger than I look," Spider-Man said and Bonesaw rushed him, trying to nail him with a running elbow to the head.

Spider-Man jumped high into the air and the web slinger dropped down onto the ground behind him. The web slinger bounced off of the side of the cage.

"Get down here, punk," he growled and the web slinger bounced off of the cage, landing down onto the back of the head of his enemy. The web slinger flew up over the head, sliding underneath the extended arms of his enemy.

The web slinger knew he could not use his web lines but he had a lot speed. Spider-Man fired a series of punches and the large fighter backed off for a few seconds.

He coughed for a second and he nailed him with a kick and rocked him with a series of elbow strikes. His elbows were like violent blows and would knock out a normal opponent. Spider-Man staggered for a second and he taunted him. A huge punch knocked him onto his back.

"Time to put him down for the count."

The man climbed up the cage and was about to drop a huge elbow onto him. The web slinger moved out of the way of this flying elbow drop. Spider-Man bounced off and snapped off a flying kick. He nailed the cage and Spider-Man dodged his attacks. He slammed himself headfirst into the side of the cage.

The web slinger dropped down and scaled the cage. The web slinger pushed himself up of the cage and drove himself down onto the back of the head of his adversary.

Bonesaw dropped down to the ground and Spider-Man rolled over. He got up to his feet and the crowd went into a hush. Bonesaw was down on the ground and Spider-Man raised one hand into the air.

Bonesaw was defeated and the crowd was buzzing. Some cheered but there was a silence that happened through the crowd. The web head got up to his feet.

* * *

"Five hundred bucks, are you fucking kidding me?" Gwen asked as she stared the sleazy looking fight promoter down. Then again, she shouldn't be surprised from an underground fight promoter. But she hoped that Peter would get more.

"Hey, the kid doesn't have a license and neither to do, sweetie," the fight promoter said, looking at Gwen with a leering stare. She was wearing a hood and glasses to obscure her identity.

"It said in the fine print, anyone in the world…"

"Look, I didn't expect some mutant freak to come through the crowd and defeat the champion," the fight promoter said and Spider-Man stared him down.

"You're a scum bag and a liar….."

"That's the business, Spider-Man," the man said as he lit a cigar. He spoke in a Brooklyn accent. "It's all about swerves, it keeps the crowd guessing. You have to swerve the people."

"He isn't worth it," Gwen said. "His business is going to fall flat on its face and….."

There was a knock on the door and a hooded hoodlum entered, holding a gun on the fight promoter. "Give me all your money, you son of a bitch."

Peter and Gwen both wondered if this hoodlum had been cheated out of a payoff by this douchebag as well. Neither would be surprised.

"Both of you, back against the wall," the hoodlum said, waving his gun but Peter lifted his arm up, wondering if he should get involved.

The web slinger decided to disarm him with one quick web line and he was knocked down. Gwen lifted her hand up and closed his arms.

The fire surrounded the hoodlum and prevented him from escaping.

"You crazy mutie bitch!" the fight promoter howled. "Are you going to….."

Gwen accidentally on purpose back handed him into the file cabinets, causing him to take a nap and no sooner did she hear that, there were the sound of sirens.

She had to cut the fire off, to keep things from spreading and at that point, the hoodlum made his way out of the door.

The web slinger launched a line of webbing around his feet and tripped him. The man fell to the ground with a sickening crunch and Peter wrapped him up nice and easily.

"Police are coming, that….."

"Holds for thirty minutes, but I'm working on a formula that holds for an hour," Peter said but considering that the police was on their way to the door, it would be sufficient.

Peter and Gwen made their getaway. The arachnid themed hero could not help but shake the feeling that his actions today had interesting ramifications. But what, he had no idea.

* * *

Osborn watched the footage through beady eyes, he was not only proven correct. Someone was bitten by one of his spiders.

And someone was caught in the explosion of the goblin formula as well. Someone experienced powers that way. The formula worked on them and the secrets as to how would be discovered when he ran some genetic tests. He had his best scientist try and reverse engineer the serum once more, because the sands of time run down.

He watched over and over again, the fight promoter get back handed like he was a fly. And the fact she effortlessly maneuvered with nearly as much agility as this Spider-Man.

"Octavius, I trust you're getting all this," Osborn said.

"Yes, sir, you were correct, someone was bitten by the Spider but….." Octavius said and he knew that his job was going to get more serious in the coming weeks.

"That's not all, there was a second person empowered."

**To Be Continued.**


	4. New Girl

The world was buzzing about one thing and one only over the past number of days. The mysterious spider themed vigilante, dubbed Spider-Man, by the media turned up and rocked the entire world. The web slinger took down several low level criminals.

There was one man who noticed this. At first, he thought that this was some punk dressing up on a Halloween costume. They would all have a few laughs, but they would be taken for a ride and everything would be good. He would be shaken up and returned to the city, never to interfere with his operations again.

The problem was grabbing onto Spider-Man and he needed a hook, a shock, to get his attention.

"The subject is here," the man said, his large hand clutching onto the phone in the shadows.

"Yes, it is," the contact at the other end of the phone said. There was nervousness by the lead contact. "Are you sure that we should do this?"

The man smiled and decided to give the word. "Yes, I know that we should do this. Get ready for this."

The Kingpin of Crime as he was known prepared to look at the gang member who had been humbled by Spider-Man about a week ago. They picked him up and put him in a limo.

"So, some punk in a Halloween costume gave you trouble?"

"Shit, it isn't any trouble, I'll take him out, just give me another shot at him," the criminal said and the Kingpin leaned on his walking stick, leaning forward.

"So what's your name?"

"Maxwell Dillon, my friends call me Max…"

"Don't worry, your friends and your enemies will call you much more, young man," the Kingpin said and he turned to his lead scientist. Kingpin knew what he was. Dillon was an electrician that fell on hard times. One mistake had lost him his license. When the door shut, the Kingpin was there to get him back his license, for a price. "Make sure he's stabilized, the last thing we need is for the experiment to injure anyone important."

If this worked, then the Kingpin had an enemy to take down Spider-Man or at least figure out what he's all about. And if didn't work, well ambitious young men who wanted a little bit of power were a dime a dozen.

"Are you ready for power?"

"Yeah, what's with the monkey suit though?" Dillon demanded, staring down at him.

"It's to conduct energy and allow you to pack a punch that will take Spider-Man down," the scientist said and the Kingpin placed his hand on the edge of the table. "Are you ready?"

"Yes, I'm ready."

"Hey, what about me?"

Dillon's question fell on the deafest of deaf ears, and there was a sense that things were about to heat up in the worst way.

"I'd advise not moving all that much if you can help it," the scientist told Dillon and he cranked up the juice. "I do hate to clean up afterwards."

"Doc, doc, what the….."

There was a second where he got silent and then his shrieks of terror could be heard. The doctor looked stoic as he looked at the man. The Kingpin stood at his shoulder and waited. The scientist's lips curled into a sadistic smile for a few seconds.

"It means it's working," the Kingpin suggested and the scientist nodded.

"It's working, perfectly," the scientist said as Dillon dropped down to the ground. There was a second where he remained immobile on the floor, sparks flew from his finger. There was a long second of time with the Kingpin and the scientist turned to each other.

The thug's legs and arms twitched as he screamed out loud. It looked like he had some kind of seizure as he slumped onto the ground.

"Get him out of here, we're going to need another test subject….."

"No, I'm fine," Dillon growled as sparks began to fly from his fingers. His arms and his legs grew rigid, as the lights flickered and he smashed his way through the doors. The man took half a step forward and the television set above him flickered.

"It worked, it worked better than I thought it would," the scientist whispered, but he was terrified, terrified of the monster that he might have created.

"Yes, it worked well, it worked perfectly," the Kingpin said, his mouth curled into a nice twisted grin. He wondered what kind of monster they created. "So….Mr. Dillon….."

"Maxwell Dillon was a loser, he never accomplished anything in life," he said, as the light bulbs flickered and the energy responded to him. It was almost like he could hear it, manipulate it. "You may call me Electro."

"Very well Electro, and what are you going to do now?" The Kingpin asked.

"I'm going to crush Spider-Man!" Electro yelled as he caused static to flow through the electronics.

* * *

"So what's this nutjob all about?" Peter asked, after he returned from a long night. Actually it wasn't a long night.

"Well, he's disrupted electronics all over downtown," Gwen said after a few seconds, keeping her ear to the police scanner. "He calls himself Electro."

"Electro?" Peter asked.

"Well, he's already embraced the super villain psychosis with all of the powers, but where he came from, no one really knows," Gwen said, as she could hear Peter arrive outside the door. "We'll track him down, but someone like that, needs a lot of juice. He's addicted to it completely."

"Oh is he?" Peter asked, quickly sneaking up behind Gwen, only not really.

"I'm trying to isolate where the power spikes are coming from, but….he's not your common thug or anything like that," Gwen said, biting down on her lip nervously as she did her magic. "With any luck we'll find him tonight, so…don't take that costume off or anything. Even if you look better without it."

"Is that a compliment towards me or a slight against the costume?"

Gwen said nothing as she continued to work through the grids and found it.

"Either he's trying to get someone's attention or the boy had a midnight craving," Gwen said, even though it was still fairly early in the evening. "So….got to find out what he's all about…."

Peter had a fix on the location and smiled, he was so on this. The web slinger gave his girlfriend a kiss goodbye.

' _Not even a month in the webs, and already my first super villain with a stupid name, wow, talk about….'_ Spider-Man thought as he reached there. He stopped his thought process, his spider sense was going absolutely nuts. The web slinger crashed down onto the ground as something shocked him.

"So I have you now, Spider-Man!"

Typical super villain talk, as Spider-Man was face to face with some man in a tight black body suit with a lightning bolt.

"So, Electro," Spider-Man muttered and he dodged being zapped.

"Yes, that's my name, don't wear it out."

Zap, zap, zap, dodge, dodge, dodge, Spider-Man was pretty quick on his feet but perhaps he was even quicker with his mouth.

"I'll make you pay for humiliating me!" Electro yelled and Spider-Man jumped into the air but a bolt of lightning nearly took him down. The equipment off to the side moved at the pull of Electro.

Dodge the wrecking ball, check. Make a cutting quip towards your enemy, well Spider-Man was working on that one.

"I don't even know you, how is that….."

"You put me in jail, and now I'm going to return the favor by putting you in the morgue!" Electro yelled, electrifying the ground that Spider-Man was on. He doubted that he would get only a bad case of static shock, so he jumped up, and tried to web onto Electro.

He got a shock, bad idea.

"Look, I put a lot of gang bangers in jail every day, that's kind of my thing," Spider-Man panted and Electro sent another bolt of lightning at him. "So, you could really stand to be a bit more specific, just a little bit really. That's all I'm asking, really."

Electro tried to maneuver a crane to attack Spider-Man but he did not have the control over his powers that he wanted to. The web head dodge the attacks of the crane, bounced off of the wall and landed down on the ground.

"Come on, sparky, what's the matter, dead battery?" Spider-Man asked him and Electro shook his head.

"Just for that awful pun, I'll kill you, like that!" Electro yelled, as he maneuvered a wrecking ball at Spider-Man.

The web slinger dodged that one once again.

"Come on, you got to stay current," Spider-Man said and a dump truck wheeled out towards him and flung its debris at Spider-Man.

The web slinger dodged things and Electro rushed forward. He delivered an electrically enhanced punch and knocked Spider-Man back.

The web slinger was at the edge of a trash compactor.

' _Yes, this might hurt,'_ Spider-Man thought as he leaped off before Electro could make him a more compact Spider-Man.

Electro raised his hand but a few sparks flew from his fingers.

"What, what, no not now!" Electro yelled and he saw the generator on the ground. "Just enough, must have….."

"Look if you start growling about your precious, I'm so out of here," Spider-Man said, using his web line to stop Electro.

"NOOOO!" Electro shouted but Spider-Man knocked him down to the ground hard.

' _I just sent him towards those downed power lines, didn't I?'_ Spider-Man thought, wanting to face palm himself for the rookie mistake, the stupid rookie mistake.

Electro grabbed the power line and got a jolt out of things. His eyes glowed.

"Yes, yes, yes, yes," Electro growled as suddenly a steam roller was about to run Spider-Man over. The web slinger dodged it, but it rolled into the city.

' _Great, people are in the crossfire, and I'll be blamed for this,'_ Spider-Man thought, as he shook his head. _'He might be controlling it, but it can't run without any fuel, so I got to pop the fuel tanks…..and save the people.'_

Spider-Man sent several lines of webbing out, creating a web net to block it. It only slowed it down, but it slowed it down enough for the web slinger to work his magic and take out the fuel tank. Breathing heavily, he popped the gas cap and drained it.

Of course, this was a diversion, as Electro got away.

' _Of course,'_ Spider-Man thought, but he was going to plan to defeat him next time. In his enhanced mind, he was going over the battle. He was a power junkie, that was one weakness.

* * *

"Guy like that, he's not going to upgrade those powers on his own," Gwen whispered and Peter nodded, the two of them walked their way up the stairs to Midtown High. There was a lot of buzz around about Electro showing up and what Spider-Man would do to defeat him.

' _First Spider-Man has to find him….'_

"Um, hi."

Of course, Spider-Man needed to work on his path finding abilities when he was day dreaming, when he nearly ran into someone.

Most interestingly enough, he ran into a fairly attractive redhead female, nearly causing the two of them to run head on. She had red hair that extended down her back, tied in a ponytail. She wore a black tank top and tight jeans. This female had an amazing figure and Peter could see that Gwen took notice of this fact.

"Sorry, I wasn't….."

"No, really, I should be apologizing to you, because I wasn't watching where I was going," the redhead said with a smile. "New school, it's really easy to get lost. And a lot bigger than my old school….."

"It's overwhelming the first couple of days, yes," Peter said and Gwen smiled.

"Yeah, I remember my freshman year," Gwen said, she was a senior right now and about ready to get out of the rat race. "Total nightmare….oh I'm Gwen Stacy, this is Peter Parker by the way."

"Well, pleased to meet….did you say Peter Parker?" the redhead asked and Peter blinked before speaking.

"Is that a….good "did you say Peter Parker" or a bad "did you say Peter Parker."?"

The girl waved that off, with a grin on her face. "Good, my aunt talks to your aunt all of the time…I'm Mary Jane Watson."

"Oh right, Mrs. Watson's niece, Aunt May did mention that you'd be moving in soon…..after what happened."

"Yeah," Mary Jane said, the official story was that her mother was in the hospital and her father skipped town. The whole truth was a bit far more convoluted than that. "So…..this is Midtown High?"

"It isn't as good as it seems at first, but I guess it does have that new school smell for you, so it's amazing," Gwen said with a smile.

"So, I'm looking for….Room 502, that's where my homeroom is," Mary Jane said, checking the note that she received from the main office.

"How about that, that's across from my homeroom," Peter said and Mary Jane smiled.

"Maybe you can walk me there," she suggested in a bright and bubbly voice and she turned to face Gwen. "If that's…."

"Hey, I'm not going to have any complains about it, if Pete doesn't," Gwen said, waving her hand for a second. "I'll catch you later, Peter."

Gwen leaned forward and gave Peter a nice kiss on the lips, which he returned. Mary Jane watched, her mouth hanging open. Was it perverted to think that was a bit hot?

Mary Jane stepped forward but suddenly her book slipped from her arms in a clumsy display. The redhead shook her head, what the hell was with her today?

The redhead bent down and the tight jeans offered a visual treat, as Peter got a nice look at her ass. As a result, he inadvertently released a few pheromones.

Mary Jane blinked, she could feel warmth spreading between her legs. Her heart beat a bit faster but she shook her head. The redhead discounted it as first day titters.

"So, shall we?" Mary Jane asked, wrapping her arm into Peter's. "You better lead me, tiger, I've been a bit…clumsy today."

"Well anything to help a pretty lady," Peter said with a wide grin.

' _Telekinesis, who knew?'_ Gwen thought to herself, shaking her head. It did work out rather well all things considered.

"Hi, Gwen, is Peter here?"

Gwen turned around and saw Liz Allen standing there before her.

"You just missed him about five minutes ago," Gwen said and she smiled. While most people thought that Liz was the Alpha Bitch of Midtown High, she only acted that way around Flash and his cronies.

"Oh….well that's a shame," Liz said, she had no idea why, but she had been having those kind of dreams about Peter Parker. And he wasn't the scrawny nerd anymore. It almost happened over night. She was only slightly intimidated by the older girl, whose father was a cop and likely knew how to use a gun. So Liz treaded very lightly. "So….I was wondering if he was feeling alright because there's something different about him….."

"I hadn't noticed," Gwen said, trying to figure out what Liz knew.

"Well he seems a lot more confident…..a lot more unwilling to….."

"Put up with Flash's shit," Gwen said to Liz and Liz smiled.

"Yes," Liz said and she blinked. "So….if you see him…..tell him that I said hi, and…well give him this please."

Gwen was handed a note and she took it.

"I'll pass the message, thanks," Gwen said, with a smile.

Her and Peter had talked about adding more partners to their relationship, and Gwen was not about to let an opportunity slip through her fingers like that. Sure it might take a bit of persuasion, and a lot of seduction and potentially some breaking, but Gwen was up for it and she was sure that Peter might be as well, if she talked him into it.

Plus Liz deserved better than Flash, much better than Flash.

* * *

"So, she was in the drama club when she was at her old school, I say we should consider her for an audition," Gwen said over the radio to Peter, as he was in full Spider-Man mode.

"Did you really do a background check on her?" Peter asked, shaking his head.

"Due diligence, Spider-Man, due diligence," Gwen said with a smile on her face. "I can tell she's had a bad home life. Cases like hers all of the time come in, given who my dad is, you can see it all of the time. She deserves a good ride on the sheets….we did discuss this as well."

"Yes, I know but saying it and doing it is two different things," Peter said and he smiled. "And I'm on board with it by the way, what guy wouldn't be?"

"You're thinking about convincing the girls to share might be a pain because they tend to murder each other about wanting the same pair of shoes," Gwen suggested and she sighed. "Yeah, I thought about that as well but…..we'll work on that. I developed a new power…"

"So, maybe I can play mission control sometimes and you can go out on the field, or maybe we can work together?"

"You do have better control over your powers than I do, I still sometime set the curtains on fire when I have an orgasm," Gwen said and Peter cringed at the thought. "That's why I have a fire extinguisher by the bed at all times."

"Combustion kind of kills…..I think I found Electro."

Sure enough, the lights in the business district flickering on and off indicated that Spider-Man did in fact find Electro. The web slinger swooped down and this time, he had a way to defeat him. He just hoped that it would work out about as well in practice as it did in theory.

"Okay, Electro, come out now, the game is up!"

"In a minute, Spider-Man! Let me finish dessert!"

"Yeah, I think you've indulged yourself so….are you even wearing pants?" Spider-Man asked as he could see the glowing blue form of Electro. Was he bigger than before?

"How do you like the new me, Spider-Man?" Electro crowed as he tried to zap Spider-Man but the web slinger dodged the attacks. "Even the fat man didn't see this coming. Even the Kingpin, he didn't see this one coming. So how do you like me now Spider-Man?"

"I liked you a lot better when you had pants on," Spider-Man replied, dodging his attacks.

' _That's it, just a bit closer.'_

Spider-Man threw a magnet at Electro and his energy flickered a little bit. Just as he suspected, magnets was a flaw, a weakness, much like a computer.

"Is it working?" Gwen asked as there was static.

"Yeah, but I'm going to need something bigger," Spider-Man said, as Electro took forward.

"I thought it would be water, because you know how well water and electricity mix but your way works too…."

"That was unpleasant!" Electro growled as he shook off the effects of the magnet. His voice echoed with a sinister quality given to it. "But you're going to have to do better than that to stop me, Spider-Man!"

"Oh believe me, I've got a lot more tricks in my bag then that," Spider-Man said, a brief taunt in his voice, as he launched himself up into the air and went down hard onto the back of his head.

' _Need a bigger magnet, of course….'_

"I really hope Electro doesn't get that new generator at ESU, then he would be unstoppable," Spider-Man said swinging off. "He would have enough power for the rest of his life, well I better go than secure it."

Power or not, Electro looked to be a bit of an idiot and by a bit of an idiot, a complete idiot, for he followed Spider-Man all the way across town.

' _That's it, just a bit closer, that's it….that's it,'_ Spider-Man thought, web slinging across town and then he slid underneath the door.

"Let me at it!"

"How about this, ESU's new super magnet?" Spider-Man asked and he turned the magnet at Electro. He screamed in agony.

"No, no, no one!" Electro said, as he felt his power fading. He could not….he would not…..he had to.

He screamed as Maxwell Dillon dropped to the ground. The lights were off, not that anyone was home. His shallow breathing indicated that he still lived.

"Well, I sort of recognize the face, how could I forget a mug that ugly?" Spider-Man asked, as the police arrived. "Make sure to keep him away from any power, trust me, it won't end well. And keep a magnet on him at all times."

"Should we go after him?" one of the cops asked Captain Stacy.

"Later, we got to get this one secured," he said as he could see the comatose form of Maxwell Dillon on the ground.

X-X-X

"Spider-Man saves the day once again," Gwen said with a smile as she stood with Peter the next day. It was the talk of the entire town.

Sure when Spider-Man was busting normal thugs, he was an occasional topic of interest. Given that there were more than a few witnesses for the Electro fight, and how dangerous he was, they were all buzzing about Spider-Man.

Really bad pun intended of course.

"That does seem to be what everyone was talking about," Mary Jane said, trying to hide her knowing smile from Peter and Gwen. But she did nothing more than that. "All of those people with older siblings at ESU…..you know, they swore that they saw Spider-Man."

"They swore that they saw him, but no one got a picture of him, did they?" Peter asked, proud that he was good.

"Yeah, the only thing they got was this drawing," Mary Jane said, her cellphone blinking as she pushed it underneath their noses. "Look."

' _Okay, my head's a little big, but that's scarily accurate,'_ Peter said, with a smile on his face.

"Well, I'm sure that….."

"J. Jonah Jameson is offering a big reward for pictures, pictures of Spider-Man," Gwen said and Peter smiled.

While he dabbled in photography a little bit, he didn't see it as his calling. That being said, it appeared that now every amateur photographer would be trying to get his face on camera.

"Good luck, he's been out of focus in all of the shots from what I heard," Mary Jane said with a smile.

"Well, he does web sling pretty fast, I've seen him after all," Peter said.

Mary Jane kept her tone even. "I'm sure you have."

Gwen blinked, surely not? Then again, she was not going to say anything, in case she was being paranoid. She looked at Peter and he seemed to be thinking along those same things.

"So…..my aunt and I might be coming over for dinner on Sunday night," Mary Jane warned Peter and Peter smiled. "I think that my aunt and your aunt are bound and determined to set the two of us up on a date, girlfriend be damned, no offense."

"Hey, you're not part of that evil scheme, are you?" Gwen asked, not letting onto the fact of her evil scheme of seducing Mary Jane into a threesome at some point in the future.

"No," Mary Jane said with a shrug. "I had a really bad break up last time and I'm not sure if I'm ready to get back on the horse….."

"Well I'm sure when you get back on the horse, you'll be able to ride them with the best of them," Gwen said and Mary Jane blinked. "That sounded a lot cleaner in my head."

"Right," Mary Jane said, shaking her head.

"Oh, and before I forget, Liz Allen told me to give you this note, she seems interested in you now," Gwen said.

"It almost sounds like you're trying to pimp Peter out to other girls," Mary Jane said jokingly and Gwen smiled.

"Not exactly a bad source of income, but no," Gwen muttered and Peter raised an eyebrow. "To be fair a lot of girls are interested in Peter's recent growth spurt."

' _Likely to see if it's transferred to other areas, maybe?'_ Gwen asked.

"Well, there's Liz right now, maybe I should talk to her in the flesh about this," Peter said, after he read the note.

"Maybe you should," Gwen agreed and Mary Jane wondered what was going on. She could have sworn that there were sometimes where she saw Gwen checking her out and it should have unsettled her more.

Peter paused, for a second, he thought that someone was watching him. He shook his head.

"Hey, Liz!"

**To Be Continued In the Next Chapter "Expanding the Circle."**


	5. Expanding the Circle

Peter Parker stopped, he could have sworn that he heard something moving in the bushes. Yet, when he looked over his shoulder, there was no one there, other than the usual hustle and bustle of students. The web slinger took a half of a step forward.

"Liz, hi."

"Oh, hi," Liz said in a bubbly voice as she looked at Peter, and once again, it was amazing how much he changed in a few weeks, up close to him. "Did Gwen….get you the note?"

"Yeah, I just read it a few seconds ago, I was hoping to catch you before….well before you went off with someone," Peter said but Liz grabbed Peter over by the shoulder. "What's with the cloak and dagger act?"

"This is kind of embarrassing, I feel kind of embarrassed for asking you," Liz said as she bit down on her lip, looking at Peter. "It's just that…..well it looks like something that it really isn't but….it's not what it looks like, you know, I'm not sure if you know what…..it's really not what it looks like."

"Liz, you're babbling first of all," Peter said and Liz shrugged her shoulder in an apologetic manner. "And, I won't judge you for it, I swear, just let it out, it will be alright."

"Okay, it'll be alright, alright," Liz said with a smile. "You know how the sport's department is cracking down on the academics…"

"Yeah, Flash just barely stayed on the football team by the skin of his teeth last week," Peter said and Liz nodded.

"That goes down to cheerleading and most of my grades are…..well they're doing well, but it's chemistry that's not doing well, and if I get kicked off of the cheerleading squad well….my parents, they won't be happy," Liz said as she looked at Peter. "So, I want to…..ask you to…..well I want to ask you to help me."

"So you want my help in tutoring you?"

"Yes, I wouldn't normally ask, but mom is putting a lot of pressure on me, to pass this so, just please, think about it, please, I would be so grateful….."

Gwen had her ear to the conversation and she was amused.

"I don't know, I have a lot of things to do….."

"I'll do anything, Petey, anything," Liz said as she fluttered her eyelashes at him.

' _Well played Peter, playing dumb, and then making her beg, that should be interesting,'_ Gwen said, as she checked out Liz. She always thought she had a cute little ass to be fair.

"Okay, Liz so…..when do you want to do it….."

"Anytime, I'll do it any time," Liz said, keeping her voice down, but there was a bit of excitement echoing through it.

"Okay, Wednesday, after school is that…."

"Oh that's great, really that is, I'll see you then!" Liz said and she stopped short of giving Peter a tight hug. She closed her eyes. "Wednesday, I'll see you on Wednesday."

Liz stepped off and Gwen joined Peter.

"So, she's noticed the changes, hasn't she?" Gwen asked Peter and Peter raised an eyebrow. "I mean, she's pretty good, isn't she?"

"Yeah she is," Peter agreed with Gwen. "But she's….."

"She has a high school relationship with our esteemed quarterback, and she wouldn't be a bad starter girl to expand the circle," Gwen said and she leaned forward to whispered to him. "I think half of the reason why Flash is so surly is that….well I think that she has the hots for you and he is upset about that….."

"If you say so….."

"I do say so," Gwen said, placing her fingers on Peter's lips and grinning. "I say so, and I know so. Is there really any more that needs to be said?"

"No, not with you," Peter said as he heard the bell. "So….."

"Hi, Pete, hi Gwen," Mary Jane said, as she nearly ran head long into the two of them. "Oh, I'm sorry, I didn't mean to…."

"That's alright, you nearly ran head on to us, it happens," Gwen said to her and she smiled. Mary Jane also would have been a good addition and Peter's aunt and Mary Jane's aunt was trying to set the two up on a date.

"So, what have you two been up to?" Mary Jane asked.

"Well, I've got a tutoring job, with Liz Allen," Peter informed her and Mary Jane smiled.

"Well, your grades speak for yourself, tiger, so you're going to….teach her the ropes a little bit?"

"Yeah, I will, she needs a leg up in Chemistry or she's off the Cheerleading squad….."

"I guess they wanted to eliminate that brain dead jock stereotype," Mary Jane offered. "And the airhead cheerleader one as well."

"It's just as well," Gwen said, she was glad that academics was starting to get a leg up at school. She just hoped that it would not be something that is a fleeting fancy. For some, sports was very serious business.

Too serious business come to think about it.

* * *

"So, you were not seen at all, were you?"

"No, but I had a couple of close calls," the woman in the shadow said to him. "So do you think that he might be…"

"I don't think, Agent Romanov, I know that he could be a security issue. Given who his parents were and how he developed these powers…he can't be anything but one."

The imposing black man stood in the shadows, dressed in a black suit. His most distinguishing feature was the eye patch. His name was Nick Fury, the Director of SHIELD. People should learn that name and learn it well because he could be their greatest ally or one of their biggest enemies, depending on what side of the law they were on.

"I won't mince words, the kid has some skills," Fury said as he saw the video footage of Spider-Man. "And I'm not the only one who has seen that…"

"So HYDRA?" Natasha asked him.

"HYDRA, among others, my eyes and ears inside of OsCorp told me that Osborn is on the war path, trying to find out who the person bitten by the spider is," Fury said and he frowned. "I'm more than curious myself, he's got these….spider powers for lack of a better term. Those don't come without a price."

"So he's got a few special abilities and…"

"These special abilities could be dangerous," Fury said, tapping his finger across the screen and one again his beady eye was locked onto the fight between Spider-Man and Electro. "Suit looks a little homemade, but…..you notice that there have been a few patents showing up, underneath his name. Some inventions…..SHIELD might benefit from a couple of them with some tweaking, and he's just getting warmed up. That kind of money will flow into his hands and…"

"He's careful to keep under the radar as Peter Parker, while the focus remains on Spider-Man," the woman said.

"Typical strategy, but he's a kid, therefore there are going to be some things that are simplistic about what he's doing," Fury added.

"He's attracting numerous females….."

"Spider pheromones, that won't end well, potentially for him," Fury said, knowing how savage the female of the species could get. Some might say insane, but Fury was not about to tell that to a highly trained female SHIELD agent standing without his earshot. "Not sure how much it effects…"

He had some of the SHIELD scientists working on it but he would have to say that without a sample of DNA from this young man, it would be really hard to figure out what they were up against. Then again, twenty years later, they hadn't had any indication that anything was wrong with Richard and Mary Parker, other than a gut feeling Fury had.

Fury had a few gut feelings in his day and many of them often were pretty right, much to his agitation.

"His companion worries me," Fury said after a second. "She's crafty enough to hack into the SHIELD communications and grab information if given the motivation."

"Has she….."

"Like I said, she needs to be given the motivation," Fury told the woman. "Don't be surprised if we have to bring her in because she does something. Keep a secondary eye on Miss Stacy…..although Parker is the threat."

The web slinging hero was skating a fine line and Fury had seen people with the best intentions get away from them. He had even some of the respected adult heroes monitored, because he knew that great power or one really bad misfortune was all that he needed.

Fury did know that his aunt and uncle didn't know about his extra-activities, but then again, like most teenagers, Parker would keep secrets of his guardians. So if he needed to reign Parker in, he had that card to play. It was all about leverage.

"Looks like the Spectacular Spider-Man is about to be in action once again," Fury said, as another one of his spies saw the web slinger swinging across town.

"I'm on it," Natasha said, without another word.

Beautiful, red head, with a tight body, dressed in an even tighter cat suit, Natasha Romanov was one of the top agents that SHIELD had. She worked with the Parkers before, so she took a special interest in this case. While plane crash was the official word of the Parkers death, she was one of the few that knew better.

Now their son had gotten amazing spider powers, but naturally he was untrained. Against a real enemy, he might not be able to hold his own. Then again, perhaps he could improve himself later.

' _Okay, Peter, you nearly caught me last time, so thanks for keeping me on my toes,'_ Natasha said, as the Black Widow was ready to stalk another spider.

* * *

Spider-Man was in fact on the prowl for some more enemies. The web slinging hero dropped down and he could hear them ransacking a store.

"Perfect time to test this new version of webbing that I whipped up today," Peter said to Gwen, who was scouting from across the street, ready to jump in if things got hot, although her powers were still not as fine tuned as Peter's for reasons that….annoyed her a lot.

"Oh, well…"

"I also got the decoy ready," Peter said before Gwen could give her two cents.

"Is it shaped like a spider?" Gwen asked dryly and Peter jumped in, a bit of defense etched in his voice.

"Well that's kind of my thing….Spider-Man. You know Spider Hypen Man. The papers got that wrong the other day, it isn't one word, there's a hyphen in there…."

"Okay calm down, it's not the end of the world," Gwen said and Peter sounded a bit huffy. "You're really taking great offense to the missing hyphen, aren't you?"

"They wouldn't spell Iron Man's name wrong," Spider-Man said, as he perched on a ledge close to the Baxter Building. It was tempting to peak inside and see what the Fantastic Four was up to but knowing them, they were likely in space for some kind of mission or another.

"Careful now, careful," one of the gang members grunted, as they were holding a box. "See that, it's marked fragile."

"What's that mean?" one of the gang members asked.

"It means it's soft and easily breakable…..just like your heads!" Peter yelled, as he dropped down onto the back of their heads, knocking him down, causing them to land on the ground.

"Really, that's the best you can do?" Gwen asked and Peter dodged a pair of brass knuckles to the face.

"Hey, no back seat quipping," Peter said, as he bounced off the wall, kicking him. He landed into a rolling chair, and Peter grabbed the back of it, rolling it with the thug inside. The thug was too staggered to even get out of the chair and with one fell swoop, Peter ran the thug into them.

"I'll cut you up….."

"Knives, no, come on, that's just….." Spider-Man said as he webbed the knife out with his traditional webbing. "Here…"

Spider-Man shot a line of webbing and it wrapped around the goon, stunning him in the process. He dropped down to the ground like he was nothing and Spider-Man smiled.

"Well that was easy," Spider-Man commented and then he dodged a baseball bat to the back of the head. "And I've got to stop being so premature."

The baseball bat was set on fire, which caused the goon to become surprised, screaming out loud. The web slinger slid underneath his legs, and then shot some web balls at him. The shocks knocked him down for the count.

"Thanks, Goblin Girl," Peter said.

"Anytime, and I really need a better codename," Gwen said with a long sigh. "I mean seriously, Goblin Girl?"

"Spider-Man, Goblin-Girl, it just fits together, I mean, we're keeping a naming motif…"

"Yeah, all we need is the Cockroach-Kid, and we'll be in business," Gwen replied in her most dry tone of voice.

"Hey look it's Spider-Man!"

There were a few beloved cheers and Spider-Man was not going to lie, it was better to be beloved then to be hated any day.

And there were a few heckles. Then there was the sound of the arriving police force, but he was already gone by the time that they got here.

' _Still a vigilante technically, I'll still always be a vigilante'_ Spider-Man thought as he swung forward. He had no idea how people like Captain America or Iron Man gained respect. He suspected they had it rough in the beginning as well, or something. Then there was the Fantastic Four, who were national icons.

"Yes, Aunt May…..tell Uncle Ben that I'll be back with the milk in about five minutes, bunch of thugs down town….no I wasn't hurt, the police are already on it, thanks," Peter said as he kept switching and he switched back to Gwen.

"The perils of your secret identity?" Gwen asked.

"Well, with great power there must come great responsibility and I have great responsibility on both sides of this mask."

"Fair enough," Gwen said without missing a beat. "Just remember, you don't have to shoulder the entire weight of your shoulders all of the time…"

"I know, and thanks," Peter replied to her and Gwen smiled.

"Any time, it's my job to keep you on the straight and narrow….so I'll see you in a little bit?"

"Yeah, after I swing on back home," Peter told her and Gwen smirked at that thought. "Bad pun totally intended, you know."

"Oh, I figured that it would, you can't really….."

"And that's the third time today that I thought that someone was following me," Peter said, stopping short and looking around. He could have sworn that he saw this person up close and personal right now. "Spider sense might be on the brink…"

"Or it could be all too right?"

* * *

"I don't know how you do it sometimes," Mary Jane said, as she walked by Peter the next day at school.

Peter stopped, and stared at the redhead, with a raised eyebrow. She hastily amended the following statement. "Well, I mean, I don't know how you keep up with all of your academics. The class load you have, it's amazing….and…well it's not like I'm not doing well at school but…"

"Say no more, MJ, I understand," Peter said, he thought for a moment that she was talking about something else. He really did have to stop acting so jumpy, it wasn't good for him at all. "Yeah a lot of people would have some blow off classes…."

"Not you, every class, it's pretty important," Mary Jane said to him and she was practically gushing as she spoke all of the way to him.

"Well, Pete always took that nice load," Gwen said as she showed up. "And now people are flocking to his doors, asking for tutoring…..don't forget that you have Liz after school today."

"Don't worry, no one in their right mind would forget that they had her," Peter replied and Gwen smiled as Mary Jane looked at the two of them curiously. "What?"

"Nothing,nothing," Mary Jane said and the two of them together bored a hole in her. She had no idea why, but this was making her both nervous and excited. "But, sometimes, I get the feeling that the two of you are up to something….."

"I really have no idea what would give you that feeling," Gwen said with a slight smile on her face as she looked at Mary Jane.

"Perhaps the fact that you're smiling like an evil mastermind right now," Mary Jane and Gwen and Peter exchanged a knowing look.

"Well….I think she might be on to something, wouldn't you say so?" Peter asked Gwen.

"Maybe, maybe," Gwen said with a smile. "Perhaps we're going to have to get her alone, and work her over to find out what she knows about our evil master plan."

Mary Jane laughed, trying to sound casual but the thought of Gwen and Peter working her over had took her mind to a place that she wasn't sure that it could go right now. The redhead sighed, she tried to pry her mind out of the gutter but it was not going willing, at least not without a fight.

"Well….there's never a dull moment around with you guys, is it?"

"Stick around long enough, and you'll find out," Gwen said, reaching behind her and then casually adjusting one of the books in her arms, brushing her arm against Mary Jane. "You've been dropping it a bit too often…you better be careful with those."

"Right, I'm careful," Mary Jane said, although she didn't say much of anything. "Time to get to class….so I'll see you two later."

"Yes, same back to you," Gwen said with a smile.

"Bye, MJ," Peter said to her as he watched the retreating redhead.

"So, she's on my checklist…" Gwen muttered to herself.

"You sound like a little girl writing out your Christmas list," Peter said and she smiled.

"Well, you know the tests that we ran, your sex drive will increase as your powers will and while I can handle most of that for now….variety is the spice of life," Gwen said and she smiled, before going into the next point. "Masturbation isn't really fulfilling your needs much anymore, is it?"

Peter, without missing a beat answered that question, and Gwen smiled as he did so. "Well no but since I got you….."

"That's the best answer that you can give and a scientifically accurate one, it's rarely as fulfilling when you have a real life pussy that you're fucking daily," Gwen said and she smiled, wanting to jump Peter right here in the Hallway, even though there could be witnesses. She held back her base interests. "But never mind, business before pleasure."

Peter sensed an "unfortunately" lingering off of Gwen's tongue right there but he could not put his finger on what….actually putting his finger on something did seem appealing right now.

"Plus you can build up anticipation for your meeting with the lovely Miss Allen tonight," Gwen said and Peter smiled. "Build up, the interesting word, isn't it?"

"Yes," Peter agreed, he would not be lying if he didn't have his share of fantasies of the hot Latina Cheerleader.

* * *

"That's….so much easier when you put it that way," Liz said as she nearly slapped herself in the face for being too stupid.

"Well I think that it's best if you keep things as simple as possible," Peter told her and Liz nodded.

"Wished the people who taught the classes but they have to overload our minds with so much bullshit it isn't even funny," Liz said, crossing her arms underneath her chest and Peter smiled at her.

"Well, that's just what the teachers do, I think anymore, but seriously, just remember what I told you, and you should be good to go," Peter said and Liz smiled, throwing her arms around Peter with a big smile on her face.

"Oh thank you, you….helped save my grade, big time, big time," Liz said as she smiled for a few seconds. Her arms crossed underneath her chest, as she realized that she was squeezing Peter's neck a bit too hard. "Um….sorry….got carried away….."

"Don't worry about it, it happens," Peter said, as he realized that he was sitting in the middle of a hot girl's bedroom, someone who wouldn't even touch him six months ago. Or make eye contact with him really. The thought of it caused him to get a bit excited.

Liz felt a bit faint.

"Well….you really know yourself, you should replace half of those paycheck zombies," Liz said and Peter frowned at the thought. "I know but….you're really good, and you shouldn't let anyone tell you any differently, you know."

"Well, I'm not sure about that," Peter said but it was hard for him to keep smug. "But…..you could have went to any student and…."

"Not you, well while a lot of people would call you a….."

"Nerd, geek, dork….pick one, I've heard them all," Peter said and Liz tried not to laugh, because the situation was not funny.

"Flash goes over the line, half of the time I think he's compensating for something…..did I just say that out loud?" Liz asked and Peter feigned ignorance.

"Say what out loud?" Peter asked and Liz grinned back at him, but then she had to shake her head.

"Anyway….our on and off again, might be off again, permanately, he made kind of a jackass out of himself the other day, he was lucky that the coach didn't kick him off of the Football team for what he did," Liz said and she looked more disgusted, than amused. "So….how are you and Gwen?"

"We're pretty good actually," Peter said with a smile. "But we're always open to trying new things."

"Well that's a foundation of a healthy relationship, trust, and being inventive," Liz said ,as she looked at Peter, wondering why her mind had gone in that direction. She must have been reading too many seedy romance novels. They were being to corrupt her mind but she could not keep her eyes off of the muscles that Peter was developing.

He was a lot bigger than she remembered.

Was he a lot bigger in other areas as well?

Liz shook her head, wondering what in the hell got into her today? She wondered where this was going and she wasn't going to complain if it went in the direction that she thought it was going.

The teenage girl made a split decision and she looked at Peter.

"Something wrong?" Peter asked and Liz shook her head.

"No, nothing's wrong," Liz said, feeling Peter's hand brush against her shoulder and then he retracted it from it seconds later. That might have been worse than actual contact.

No actually, that was worse than actual contact.

"Why don't you….."

"I think I need to use the bathroom, I'll be right back," Liz said, fully aware that her panties were kind of wet at the dirty thoughts she had been having. She picked up the bag and made her way into the bathroom.

"So, how's it going?" Gwen asked, the second that Peter switched the communicator on.

"I think she's about ready to crack," Peter said and Gwen laughed. "You know, keep that up, and you'll sound like an evil super villain, Goblin-Girl."

"I'm outside right now, is the door unlocked?" Gwen asked.

"Yeah….her parents won't be back for a few hours either," Peter told Gwen and Gwen laughed.

"All much the better," Gwen said and she could hear footsteps. "I better shut up now, I think she's coming back."

"Oooh, Petey," Liz sang in a musical voice and Peter looked up, his mouth went dry. She was wearing her Cheerleader outfit, it might have been an older one, because it looked a bit snug on her. Her breasts nearly were fit to burst through it at any rate. "I think we both know what's wrong with me, and only you can fix it."

Liz straddled his lap.

"Liz….."

"If Gwen finds out, I'll take the heat for both of us, but I think she'll be open minded if what you were implying was true," Liz whispered as she grinded herself up against Peter. Just enough where Peter realized that she wasn't wearing any panties.

"Yes, well….." Peter said and Liz grabbed his shirt and pulled it off, feeling his muscles.

"Oh, I can see that you want this as much as the next person," Liz whispered, as she ran her hands down his chest and abs, feeling him up.

"Yes….yes I do," Peter whispered and Liz pushed her hand down his pants to feel him, all of him.

"Well aren't you eager?"

**S-M-U-T**

Liz wrapped her soft hand around Peter's member and he closed his eyes, as she slowly pumped up and down on it.

He was freed seconds later and Liz looked at him, practically drooling.

' _So in addition to being a jackass, Flash is wrong, with the entire Puny Parker name,'_ Liz thought, as she kissed his tip and then moved his tongue all over her.

"Mmm," she said, smacking her lips together with delight and she grabbed his swinging testicle.s

Peter closed his eyes and enjoyed the ride, as she pushed her mouth down onto his penis and closed her lips around it. Her eyes flashed with desire as she pumped herself in and out of her.

She took Peter very deep into her throat and she was amazed at herself by how deep she could take him. She fully expected to choke seconds later, but what she could not suck, she grasped with her hand.

Peter's hands explored the curves of the perky cheerleader, and he could feel her lips, moistened, and he hardened more in her mouth.

Liz continued to suck him and she wanted to taste him. She thought that he would taste so good, and him throbbing in her mouth caused her desire to kick up.

Peter grunted, as she played with his balls, which was the downfall of him as it was to many other men.

Liz felt the rush of seed into her mouth and she took every bit of it. That didn't sate her appetite, it just made it stronger.

She pulled up her shirt, to reveal her breasts to Peter. That did the trick in getting him hard and smiled.

"Is this your first time?" Peter asked her and Liz nodded.

"Yeah, like I was going to let Flash touch me," Liz muttered, only barely loud enough for Peter to hold him. "This…..just go at it slow, I guess."

Her resistance wasn't really there because of the fact that she was a cheerleader but at the same time, having something that big inside her for the first time was not bad.

"Let me taste you a bit first, to get you warned up," Peter suggested and she was glad for the suggestion. She draped her thighs over Peter's face.

Liz was really glad for the suggestion, as she felt Peter's mouth on her, along with his tongue, eating her out. She whimpered with the pleasure of his tongue going deep into her and her pussy grinded against his face.

"Oooh, that feels so good," Liz said, panting at the orgasm and she pulled off of Peter's face, and she grasped his hard cock.

It might have been a short tour of duty inside her but now Peter was about ready to explore her from another angle. His hardness lined up with her wet womanhood and she pushed herself up, before coming down on him.

"Are you alright?" Peter asked, as Liz closed her eyes for a second, tentatively wiggling her hips over him. She was warm, he could figure that much out.

"Ooooh, feels so good," Liz whined, as she pushed herself up on him for a second, teasing herself, and then she jammed herself down onto his tool.

Peter grunted, as he was fully sheathed inside of her and she felt good, her cheerleader outfit was half on as they were having sex. That was a fantasy that he was sure that every high school boy had at one time or another. The Latina grabbed him around the shoulders and rode him up and down.

"Ooooh, oooh, that's the spot," Liz whined as Peter touched her body, cupping underneath her right breast. This was making her so wet that she could hardly stand it. It seemed like her body was about ready to go haywire from all the pleasure.

"Fuck her so hard that she screams for mercy," Gwen whispered, and Peter rolled Liz over onto the bed.

Liz could have sworn that she heard Gwen Stacy giving Peter instructions but he had her on his back and was fucking the ever living daylights out of her. All she could do was arch her back and scream, as Peter buried himself into her from above.

Their hips met together in the increasing dance of passion and Liz closed her eyes, as she tightened around his tool. Her breathing increased as her pleasure spiked.

She came harder each time, the orgasms got more intense, and she wanted Peter to return the favor. Pushing her fingers into the back of his neck, he pushed back into her.

"Oh you're so tight, I'm getting so close," Peter grunted into her. "Should I….."

"No, its okay, I'm safe," Liz whispered.

Peter nodded, with his powers, Gwen and him figured out that he could control how potent his semen was, but it was just common courtesy to ask the girl.

"Okay," Peter whispered as he pressed his hands down upon her breasts and pushed into her tight quim. "Here it….here it comes."

Liz felt faint as he injected a healthy dose of his cum into her tight body. Her lips tightened and it almost sucked in the cum. She felt her body get the ultimate rush as he injected it into her.

Peter watched the look of ecstasy in Liz's eyes and it was interesting to see what happened when he injected his super powered seed into a non-empowered female.

"Interesting side effect," Gwen said as Liz orgasmed hard for several minutes after Peter pulled out of her.

"Are you okay?" Peter asked.

"Better…oooh, I feel better, all of the aches and pains from cheerleading practice the other day, they're gone and…"

Gwen smiled as she kneeled between Liz's legs and Liz closed her eyes, as her hands scraped against her thighs.

"Are you sure about this, Gwen?" Liz asked, she had never had another female eat her out before and she was…..well she was excited by the possibilities. But she had severe questions about her sexuality.

"I'll be gentle, and I don't bite….well too much," Gwen said, seeing that her own pheromones working their magic and tearing down the walls that had been created by society.

Peter saw Gwen's skirt ride up, revealing her thong panties and he took this non verbal cue to take his Alpha, for lack of a better term, from behind.

Gwen once again felt the rush of her man's cock between her thighs, as he pumped into her from behind. The void that was often empty without Peter was filled once more and she could feel him stretch her out.

Liz looked up and thought she was fresh out of orgasms after what happened but she was proven wrong. Gwen's hot tongue brushed against her slit numerous times, as Peter gave her a through pounding from behind. His hands roamed all over Gwen's body, with her ample breasts, and ass. Liz thought she had a good body, but she was getting turned on by Gwen's.

' _The combination of her and Peter, tastes so good, going to have to mix up different combinations, compare and contrast,'_ Gwen though, as she felt her first orgasm of the night rock her, from the combination of her taste test and Peter rushing into her from behind.

Gwen clamped him with her warm tightness and Peter thought that she was getting tighter each time and that caused the erotic appeal to spike up.

The threesome was just getting started, and Liz thought that she would pass out. Seconds after that thought, she did pass out.

"Oh dear, I think that we broke her," Gwen whispered with a wide grin on her face.

"Well she's still breathing," Peter said, as he worked himself into Gwen, about ready to relieve himself in her tight center.

"Oh that's good, she's such a fun toy….oh to play with," Gwen panted as she felt Peter continue to work her over just like that. He slapped her ass and that just got her hotter and hornier.

Peter pulled out at Gwen's non verbal cue and she pinned him down onto the bed and put herself back on him.

"You just wanted a position of dominance when you finished, didn't you?" Peter asked, as Gwen held his arms down and kissed him fiercely, bouncing up and down all the while.

Biting down on his lip hard was the only answer, as Liz laid on the bed, drooling, with bodily fluids running out of her.

"Yeah, got the cheerleader, but I'm the main course, oh, that's good," Gwen said, as Peter treated her nipples and breasts.

She snugly wrapped around him, pushing herself to the highest limits, and holding onto him as she continued to pump him up and down. Eventually his balls tightened and sent a gushing rush of seed into her.

Gwen collapsed, smiling, but she was just getting warmed up.

"Don't go soft on me now, Pete," Gwen said with lust in her eyes.

"Don't worry."

"Good."

**S-M-U-T.**

Natasha watched outside of the window.

"What's your visual Agent Romanov?" Fury asked.

' _A show that I would have risked viruses and spyware for normally,'_ Natasha thought but she shook her head. She was pretty sure that clarified the pheromones thing, when she had all of the subtly of a school girl slut.

"He's still tutoring…..the girl," Natasha said, as she kept her perch from the treehouse across the street.

"Keep me posted on his movements, we'll know when it's time to approach him."

"Right," Natasha said, and she was glad that she came prepared for emergencies like this. Of course, given that she might have to get up close and personal with the young man eventually, it would be best to study his technique from afar.

He was improving, she'd say that much. And his fighting style as well, she could not forget about the improvements that he was making on that as he got more comfortable with his powers. A bit rough around the edges in many respects but that could be smoothed out.

**To Be Continued on May 28** **th** **2014.**


	6. Slayer

"I tell you, this Spider-Man is a menace, a menace I tell you!"

The loud voice of J. Jonah Jameson could be heard. He was the publisher of the Daily Bugle, one of the top newspapers in New York. Despite print media being declared a dinosaur by some people, Jameson refused to back down and change with the times. Somehow through sheer stubbornness he stayed ahead of the game.

Now, Jameson was talking about the new hot topic in New York City, Spider-Man. Spider-Man was about what everyone was talking about and it was hard to figure out anything else that was happening.

"But I thought….."

"Now listen here, the web slinger might seem like a hero to some of you and he could have saved some people, I'll give you that," Jameson grumbled, looking at the entire Bugle staff and all of them nodded in agreement. When their boss was going like this, it was best to just let him get it all out of his system. "But, what kind of person wears a mask? If you ask me, he's got something to hide, and I want to know that….look at this, he fights some nutjob dressed like a rhino and you expect us to think that he's on the side of good….."

"He saved the entire train from that Rhino….."

"Alright, alright, maybe he's done some things that are good," Jameson conceded, grudgingly. The Daily Bugle publisher was not about to ruin his credibility by not giving the devil his due. "But what's his angle? There are people in this city all of the time that play the hero and then…I just want to see what he is, get up close and personal."

"So far no one has even been able to get a picture of him….."

"Yes, Brock, thank you for reminding me of your failings," Jameson said and the fresh faced and normally arrogant photographer looked rather taken aback. "But you know, he's news, like him or not, the web head is news. We're here in the business of….."

"Reporting news."

The members of the office sounded off, practically droning as they said this. Jameson wasn't satisfied with their tone but he was going to accept it for now.

"And that's what we're going to do," Jameson continued, picking up steam. One would not be surprised if he yelled himself hoarse. "And why didn't anyone get me an exclusive of Spider-Man?"

There were mutterings and apologies given from the various members of the group.

"I mean, Stark is an attention whore who never once fails to pose in front of the camera, and the Fantastic Four are all about the attention, and you can't go a week without seeing Banner smashing something, so what about the web head, what's his problem….."

"Maybe he's camera shy?"

"No, I don't think so," Jameson argued, waving off that question and he looked at them. "Whoever gets the exclusive on Spider-Man, they'll be….compensated."

Jameson spoke that last word, almost like he was choking out poison. That being said, he didn't want to pay anyone extra. To remain competitive with the Internet and with other forms of media, he really had no choice.

"So, we get a big fat pay raise," the young man known as Brock said eagerly, he smirked at him.

"If, and only if you get me something tangible, no blurry crap, and I want proof….proof that you talked to him, nothing that you just pulled out of your ass," Jameson said and he could tell that they were hanging on his every word. "Do it, move it, what are you waiting for, the Chinese New Year, keep going, go? Why are you still here? GO!"

Jameson sank back onto his desk and took his medication. His wife had been on him about remembering to keep up his medication, especially after the health scare he had last year.

Spider-Man was so close, but what was it about this web slinging vigilante that people found so compelling? Jameson was determined to be the first to find out, see what he was about. It was not personal, it was just all about business and all about news.

That being said, he did question the motives of someone who couldn't show his face. He made New York's finest look quite inept during the Electro situation.

As Jameson mused, another female was musing, someone who was in her early twenties, and she smiled.

"So, Spider-Man, just who are you under that mask?" she whispered, looking excited about the prospect of going deep under cover.

She was twenty one years old, with brown hair cut into a bob and piercing blue eyes. A female business suit showed that she was an attractive woman but she did not go overboard like some of her colleagues did.

Betty Brant for the longest time interned at the Daily Bugle, but she managed to move her way up the ranks as a full time job. Working as Jameson's assistant while she studied to get her journalism degree also.

She was intrigued about Spider-Man, after hearing about his heroic rescue just three days ago, stopping the rampaging Rhino. The rampaging Rhino, you got to love alliteration, but then again, Betty Brant was a fan of alliteration, obviously, for obvious reason.

Putting the cap of her pen in her mouth, Betty stared into space, contemplating what she could do. She could just get out and do something.

' _Brock looks like a dog with a bone and ready to pounce onto Spider-Man,'_ Betty thought to herself, and she frowned. _'And that's a really bad image, to be honest, but…..whatever, I guess, you got to do what you got to do.'_

Betty held the notebook in her hand and got on the Internet with her cell phone. If she found chaos, or crime that's where Spider-Man was.

Jewelry store robbery caused Betty's eyes to light out. Granted, with all of the super heroes in this city, what was the chance that she was going to even run into Spider-Man.

Picking up her bag, her recorder, and a notebook, along with a fresh stock of pens, hopefully it was a good one.

* * *

 

"Good, now keep him occupied, and I'll sent you assistance in a little bit."

The two thugs knocking off the jewelry store knew that they were about to get a beating, but they were about ready to be compensated for it greatly. They busted over the cases with their crowbars, laughing. They were scruffy individuals, and they did not have the best hygeniene in the world.

"Yeah, we've got it, we've got it, nothing's going to stop us now….."

A line of webbing shot out and grabbed one of the thug's crowbars, pulling him back and they turned around, seeing Spider-Man casually perched on the wall.

"You know, you really shouldn't say that, it leads to a road, which leads to madness."

"Waste him!"

The thugs rushed towards the web slinger, who dodged the attack, arching himself backward. He shot a line of webbing out, grabbing onto the ankles of the thug.

"Really, if I had a quarter for every time one of you goons said to waste me…..well I'm sure you can come up with your own snappy retort," Peter said, flying over the heads. He pulled on the earring of the thug which caused him to scream and Spider-Man returned fire with a punch to the ribs.

Another series of rapid fire jabs dropped him to a knee, and the other gang member ran out.

"Really, cutting out before telling me where you're going?" Spider-Man asked in a mock hurt voice, swinging around to the other side. "That's kind of rude you know…..actually that's kind of very rude….get back here!"

Spider-Man pulled onto the back of his head and sent him slamming down onto the ground. He stuck a heroic pose, waving his arms in the air.

"Well, that was fun, wasn't it?" Spider-Man asked but then his spider sense went off. He was getting a better sense of when it was going off for the right reasons and when he was just being hyper sensitive.

This was the right reasons, a sonic missile shot through the air and impacted the pavement.

' _What the hell is going on?'_ Spider-Man thought as he looked up. _'Oh, that's going on….'_

It looked like a giant robotic spider, with the markings of a Black Widow and he had missile arrays in its chest plate.

"Spider-Man, Spider-Man, can you hear me?" Gwen asked as she was frantic on the other end.

"Static, but yes, I can hear you," Spider-Man said, as he grabbed a brown haired woman dressed in a business suit and scooped her up, avoiding the falling debris.

Betty Brant saw her entire life pretty much flash before her. Her first big assignment nearly became her obituary. The falling glass and rubble hit the ground hard.

The web head dropped down and engaged the robot and the entire crowd was in a hush. The cameras flashed and it caused the robot to turnaround, enraged.

"It appears not to like flash bulbs, it screws with its sensors," Peter told Gwen, after explaining what he saw.

"Well, do you still have your camera in your bag….."

"Yeah, got it right here," Spider-Man said and he held it up. "Say cheese, you giant spider robot….thing!"

The robot turned around and it moved around in an erratic manner. This allowed Peter to look for a week spot, to try and exploit it. The web slinger could see that its underside was a bit weaker than the other side.

He grabbed a piece of glass and slid underneath it, before stabbing it, damaging the circuits. The spider robot did a little breakdance and began to fall to the ground.

"Well, that was a bit easier than I thought," Spider-Man said, feeling like he had room to breath and he could see the members of the crowd panicking. He was surprised that the boys in blue did not show up yet.

"Spider-Man, Spider-Man, that was amazing!" the woman that he saved called, as she made her way out. She was trying to remain calm, perhaps a bit too calm, so she didn't come across as a gushing fangirl, which would be really bad, actually very bad, yes. The woman looked at Spider-Man.

"Well, thank you," Spider-Man said, trying not to look too pleased with himself. "And you are…."

"Betty….Brant….Betty Brant, I'm a reporter for the Daily Bugle, and we've….well we've wanted to get a word with you," Betty said, trying not to pant like a dog in heat, and she got up close to him.

"Well, I figured as much," Gwen said, as she got the visual from the rooftop that she was perched on, drinking her coffee. She managed to move herself up there, but she needed telekinesis to lift herself. She was certain that she was capable of flight because of the powers, but then again, that could be a shot in the dark. And even the best scientists had been known to make a mistaken hypothesis.

"You should be more careful, Miss Brant," Spider-Man said, trying to use a more authoritive voice than the sixteen year old web slinger normally did. "You could get hurt, or worse out there….."

"Yeah, that's just the risk that the job comes with," Betty said and she stepped forward. She tried not to flutter her eyelashes, because that made her look like of trampy. Still she had to get his attention somehow. Biting down on her lip, she looked at him. "So…..um, Spider-Man, how would you like to….."

Another explosion and Spider-Man turned his head around.

"Sorry, Miss Brant, duty calls," Spider-Man said, as he saw another one of those spider robots.

"Right, right, well another time maybe," Betty said, at least she got to see him swing off and see how good he filled out that costume.

' _He could web me up anyday,'_ Betty thought, but she shook her head. What was wrong with her? Likely not getting laid in a while. Then again, some of the men she had in the past, she had some bad experiences, so who could really blame her.

"Well, she's cute," Gwen suggested. "Plus….I'm sure that she'd…..do anything for an intimate one on one interview."

"Let's focus on this….Spider slayer for lack of a better term first…..where do people find the time to build giant robots?"

"Your guess is good as mine, some people do need a bit more of a life," Gwen answered with a long and poignant sigh.

* * *

 

"Well, it doesn't take a rocket scientist to figure out where these particular parts came from," Gwen answered after Peter dismantled and defeated the second spider slayer robot. "This material, I'd recognize it anywhere. I mean, I've only interned with them for…..what about a year, two tops?"

"You mean they came from OsCorp?" Peter aksed, the two were safely in the lab in Gwen's basement analyzing the spider slayer parts.

"But, I can't prove it, or prove where, because OsCorp does have about eight different locations in New York alone, and many more down the Eastern Seaboard," Gwen added and then she looked forward. "Although, Osborn does tend to hang out more in his hometown office….just downtown."

"That's where he started," Peter whispered and Gwen nodded in agreement.

"Yes, so you can see how it has sentimental value," Gwen said and she frowned. "He must have figured out about the accident…"

"But you nuked the footage, didn't you?" Peter asked.

"I wouldn't have been able to restore that footage, even if I wanted to," Gwen answered in confirmation. "The problem was….well it's actually quite simple. Osborn noticed the spider was gone and he's tracing the steps."

"Wouldn't that be a leap of logic to find out that the spider bit someone, it could have just died…..they didn't have long shelf lives, I remember…."

"Pete….please don't make me figure out how someone that depraved and that intelligent thinks, we'll only hurt both of us," Gwen said, studying the part once again. She thought that she could get a single that would transfer it to the source. "This equipment….is like the robotics invented by Professor Spencer Smythe….."

"But he's dead, though, he died of radiation poison six months ago," Peter reminded Gwen.

"Yes, I remember, all too well," Gwen added, her eyes tracing over the robotics a little bit more. "But his research didn't…..if we find anyone who was working with him, we'll find out who is behind this."

"Do you really think it will be that simple?" Peter asked her and Gwen frowned.

"In a word, likely not, but we really have to try," Gwen added, returning to try and spark the signal. It was a no go so far.

The problem was she was sure that there should be a signal but she had to be careful to make sure that whoever sent the spider slayer robots after Peter was not brought back here. That could be a little bit of a problem.

"Just about got it, just one tiny spark….damn it!" Gwen cursed, looking at it. The blonde could tell that this piece of robotics was well made and also giving her fits beyond all belief. Peter's hand wrapped around hers got her a bit more clarity and a tiny bit more calm. "Well, as you can figure out, I kind of blew the transmitter completely behind repair."

"Fail safe," Peter muttered, catching on right.

"Yes, don't know if it's Osborn or one of his underlings, but now without a signal, we have a devil of a time proving where this came from, and someone could have just as well stole Smythe's research. Osborn would have a ready made patsy."

"So, we're back to square one," Peter agreed and Gwen frowned. "Or not."

"Or not," she agreed, putting the police radio she had on the table and trying to tune in. If she could hit upon the right frequency, she would be able to find something, anything. "He's not going to stop at two, you know things like this always come in threes."

Smiling at his girlfriend, Peter added, "All too well."

"Bank robbery….but that could be another front to draw you out in the open, just like a jewelry heist," Gwen replied and she reached over, grabbing a hooded sweatshirt that she had. It was orange and she pulled it over her body, along with a brown goblin like mask.

"What the hell….."

"I haven't had time to make an elaborate costume, but I think that there's a field test for my powers in order," Gwen said and she snapped her fingers, causing the fire to appear and then snapped them again, causing them to disappear. "I haven't had any….fire accidents lately, so I could be good to go…."

"Okay but….."

"Telekinesis is a bit dodgy, but I can lift objects five times my weight without any problem, a bit more, and I can do it, but my muscles strain," Gwen explained. "Strength, speed, and stamina is growing, although an eyelash underneath yours."

"Hey, that's a good place to be….."

"I know being underneath you is a good place to be, don't worry," Gwen said with a saucy smile and a wink.

"You just enjoy winding me up, don't you?" Peter asked Gwen and she smiled at him.

"I wouldn't have it any other way," Gwen said as she stepped forward. She could already feel the rush of adrenaline going through her, this was going to be exciting.

"So did you come up with a name or we're going to stick with Goblin-Girl?" Peter asked and he could almost see Gwen's face scrunch up at the thought of that particular name.

"I'll think of something, let's just figure out whoever's behind this first," Gwen said and she smiled, as the two heroes made their way out. This was Gwen's first field mission and she would be lying if she said she was not excited about it.

Now that her powers were a little more stabilized, the fun stuff could begin.

* * *

 

"Well we didn't have to look too far….oh look at the size of that thing," Gwen said as she looked at the Spider Slayer Robot. It was multi layered and towered over the pair of them.

"Well you know what they say, the bigger they come….."

"The harder they fall," Gwen said as she used her telekinetic abilities to move the debris out of the way from the rampage. The blonde stopped, making sure that her mask was on straight, yes, she needed a better costume soon but this would do now.

Spider-Man dove underneath the line of sight of the Slayer Bot, causing it to turn around and fire it's lasers at him. The web slinger dodged the barrage of lasers, where they bounced off of the guard, mostly harmlessly. Spider-Man jumped high into the air.

CLANG!

That was the sound of his fist striking metal and that hurt just a little bit. Spider-Man could see Gwen underneath the Slayer Bot and she reared her hand back, and shot white hot fire underneath the Slayer.

The Slayer Bot staggered back a tiny bit and Spider-Man smiled as it appeared to be particularly resistant towards fire.

The web slinger webbed it's legs while it was distracted by Gwen. Actually a better word would have to be confused by Gwen, because it was very confused. Spider-Man doubted that it accounted for a second person.

"I think we got it on the run….."

The Slayer sent out a sonic disrupter device that nearly rocked the ear drums of Spider-Man but Gwen used telekinesis to hurl it up into the air and shatter it against the building. That allowed Spider-Man to find the weak spot and disable it.

The only problem is that the weak spot that had been removed was not there anymore.

' _Okay, no sweat, going to try something else, see if that works,'_ Spider-Man thought, his stomach twisting into a knot. He shook his head and hovered underneath the desire. He picked up a silver disc, he and Gwen made this to disrupt electronics.

Only problem was that it was not intended for anything this big and not really tested yet but as they said, there was no time like the present to run a field test. The web slinger hurled the magical disc underneath the Spider Slayer.

The pulse that it erupted caused the Slayer to do a dance, and Gwen smiled.

"Got it on the run, excellent," she said, encasing it in a telekinetic field. She never tried anything like this before, so she felt like she was straining her powers to a degree that they never meant to be strained.

Gwen flew backwards and Peter caught her. The Slayer sparked, fizzled, and exploded, splattering Gwen with oil.

"Well, that was unpleasant," Gwen said and she shook her head. She didn't really mean to blow up the Spider Slayer. "And here come the cops…..guess our adoring public is going to have to wait another day."

"Hang on," Peter said, and Gwen slipped against his body. "You're well lubricated….."

"And not in a good way," Gwen murmured and Peter looked at her in an obvious "be serious" type of look.

"Well, just try and hang on, I guess," Peter managed and he swung Gwen home. She did use her telekinesis to hold herself in place, even though she slipped against Peter's body. "And you're just covering my costume with….."

"Sorry, guess both of us are going to use a shower," Gwen whispered and the web slinger smiled. "Your place is closest so…"

"Uncle Ben and Aunt May are still out, I think, they won't be back until tonight," Peter said and Gwen smiled.

"Glad to see that they trust you after all of this time….."

"Well I've done some really trustworthy things," Peter argued and Gwen smiled, shrugging her shoulders to concede that point, as she made it to the front door without falling to her doom. That was something that she might as well call a win, if she had to say so myself.

"I can't fault you there," Gwen said, her clothes were all sweaty and oily, and worst of all, she didn't get a working component part.

That was something that galled her, she knew that they were OsCop make but they can't really prove it.

* * *

 

Gwen stripped off her clothes and walked into the stand up shower at the Parker residence. She was more filthy than she thought that she was.

"Peter…..join me…..after that battle…..I'm worked up," Gwen whispered, and Peter smiled at her. "Plus, you're going to need a shower anyway, and water conservation, all that stuff…"

"Oh….right," Peter agreed and he could see Gwen dripping wet in the shower and he was sure with the look on her face that she did not have a shower to get her wet.

"Don't make me burn that costume off, Pete, and drag you in here," Gwen warned him and Peter smiled, stripping off.

"Well with an invitation like that, how exactly could I say no?" Peter asked and Gwen's grin got more prominent than ever, as he got behind her and he slowly ran his hands all over her body. Gwen closed her eyes, with a long sigh escaping from her lips.

"No, you can't really say no," Gwen agreed, with Peter running his hands all over her body and she whimpered as he touched and teased her. "Oh…..that's a really good spot, you know that, Pete….oh you know that."

Gwen felt him brush against her, as she rubbed her ass against her crotch. Pheromones flew in the air with both of them and Gwen felt Peter get harder against her.

"Don't….oh don't tease, please don't tease," Gwen begged him and Peter smiled, kissing the back of her neck.

"It's fun," Peter said, soaping up her breasts and Gwen smiled.

"Let me do you now," Gwen said, the innuendo dripping from her voice and she turned towards Peter, grabbing him, cupping his crotch, and washing it. "Mmmm, I think that someone is excited."

"Well, obviously," Peter whispered and Gwen smirked at him.

"And I'm all wet and I can tell you, it's not from the shower," Gwen whispered hotly, nibbling on Peter's ear lobe and once again, the heat coursed through her body. "Please take me, I need it, I need you."

"You have me," Peter agreed, cupping Gwen's firm breast in his hand and he slid inside of her with ease.

**S-M-U-T**

"Oh, Peter," Gwen whimpered as she felt Peter's long length spear into her from behind. She was getting hot and bothered, and they were just getting straight down to the point.

"So wet," Peter grunted, as he explored Gwen's soapy body, her juices providing the proper lubrication as he slid in and out of her with ease.

Gwen's eyes closed as Peter's strong hands explored her body. He started at the side of her neck, and ran down to explore her breasts. Her flat stomach was explored and his hands were placed on her thighs.

They snaked around and cupped her ample rear and Gwen closed her eyes tightly, feeling the rush of cool air between her private parts and Peter speared her from behind.

"Oh, that's good, fuck me, harder, harder, HARDER!" Gwen demanded, a low growl escaping from her throat as Peter pushed her up against the wall.

"Yes, of course," Peter said, her wet sheath clenching him and he pushed her up against the wall. Her nipples were hard and Peter grabbed them.

"Make….make them yours," Gwen whispered and Peter had Gwen, up against the wall, his hands sticking to them.

Gwen had experienced being fucked against the shower wall to a new degree. Her heated loins practically sucked in Peter's member. Her mind exploded into the sensations.

The back of Gwen's neck was sensitive, she knew that, Peter knew that, and he sucked on it, whilst teasing her nipples. Gwen panted as her full D-Cup breasts jiggled when Peter fucked her against the wall.

"Ooooh, so good, so good, cumming," Gwen whined and it was like Peter was like a machine, efficient and good. She sucked in his member nearly all the way, it burying inside her body. The blonde grabbed onto the wall, biting down on her lip, murmuring in pleasure and her nipples once again got harder in Peter's grip.

"I know, but I'll get close in a little bit, as well," Peter whispered.

"Don't hold back, you know that."

Peter sped up his thrusts and the strength he used caused Gwen to feel good. Gwen knew that when he came, it was going to make her cum so hard. They managed to stick to the ground despite the slippery surface of the shower.

Eventually, Peter's balls tightened and unleashed it's flood into Gwen's pussy. The blonde moaned in intensity, as he drained his balls into her.

Gwen slumped against the wall, his cum dripping from her pussy, intermixing with the soap on the floor.

Peter stroked her smoldering hot lips a little bit and Gwen pushed Peter back against the shower. Her legs were spread, as one foot was stretched, sticking to one edge of the shower, and her other foot stuck to the other edge.

"God, you have such hot legs," Peter whispered, running his hands down Gwen's long legs and cupping her ass.

"And an ass to boot," Gwen whispered with a sultry look in her eyes and her wet organ pushed itself onto Peter, enveloping him once again into her.

"DAMN!" Peter groaned, her pussy really tightened around his thick tool and Gwen smiled as she pumped herself up against him.

"Yes, damn, indeed," Gwen agreed, grinding her tight vice around him and working up against him, experiencing the delicious friction that the two lovers could.

Gwen worked up a nice tempo, her breasts swaying in front of Peter's face, ready for him to devour.

Peter buried his face into her sweaty orbs, taking advantage of the amazing buffet of flesh before him. The blonde arched her back with a sultry moan escaping from her lips and Peter sawed into her from underneath.

"Oooh….this is the best, the best, fuck me harder, Pete, ooooh yes," Gwen whined hard as Peter rammed his thick length into her tight sheath and she rode him hard against the wall.

"It seems to me you're the one doing…"

Gwen silenced him with a kiss, biting down on his lip with a feral fury. If he had been normal, she would have torn his lips completely off with how frantic that kiss was. Her lower lips were doing a number on it.

Peter realized that without his spider strength, her vaginal muscles could crush him into a paste. That actually made him harder and harder, as the blonde sank her nails into the back of his neck.

"Oh, you like me fucking you in here, in the shower, your aunt and uncle could come home at any time," Gwen said as she grinded him, another orgasm blasting through her body. "Fuck, this is so….oh fucking amazing."

"Yes, they could but….you're the bad older girl…..mmmmm."

Gwen's tongue was shoved down Peter's throat as she was bent backwards, her back arched and she moaned as Peter slid almost all of the way out of her and pushed his way into her. Her tight wet vice clamped around him.

So closer, getting closer. Gwen felt the rush of power as hot sweaty flesh met it that age old mating dance that they all loved.

Peter gained momentum, stretching her out a little bit more and her nipples were hard. He treated them and Gwen continued to exert her flexibility, along with giving his prick a delicious massage with her sweet core.

"Oooh, I think I'm getting close again," Peter whined and Gwen's moaning was about the only answer that she needed. He slowed down.

"No, that won't do, harder, faster, more, please, for the love of god, more," Gwen begged him, clenching his bicep so hard that she might as well have left scratch marks in it.

Peter used his spider stamina to continue to pick up and the dance continued.

Their mutual climax sealed the deal between both of them, their organs grinding together as Peter emptied his balls into Gwen's womb.

The blonde dropped to the ground, a dirty smile on her face.

"Well, I guess we're going to have to keep trying to get clean until we get it right."

**S-M-U-T**

Mary Jane Watson stood outside of the door, her mouth hanging open. She did not know what to marvel at.

All she was doing was returning a bowl that her aunt borrowed and she heard sounds upstairs. Being naturally curious, she would have had to investigate. It wouldn't be right if she didn't.

And that's what she heard, Mary Jane could not believe it. Numb did not even begin to describe what she felt.

She really didn't know how flexible Gwen was and while she got a look at him, Peter…..well he was…..Mary Jane had to get home before she was seen and change her panties.

When she was gone, Gwen poked her head out of the door. "Pete, I think we had a little voyeur."

* * *

 

Doctor Octavius did not break underneath pressure like some people did. No, on the other hand, he thrived on it, big time. The scientist smiled as he traced his finger over the top of the readings that he got from the Spider Slayer.

"Octavius, tell me you didn't squander precious OsCorp resources and come up empty handed."

His robotic limbs, which he utilized in an attempt to enable for multitasking, checked the display.

"I didn't come up empty handed, Mr. Osborn, oh far from it," Octavius said and he looked at his boss. "I've got a detailed scan of what makes this Spider-Man tick, with time, I should be able to….."

"Time is not a luxury I have any longer, Octavius," Osborn whispered, a harsh tone echoing from his voice. "The formula is on schedule once more but….time is not anything that I have on my side."

"Yes, sir, I realize that but the other one….she's developing nicely, I got a scan of her," Octavius commented and Osborn's head snapped forward. "She's developed amazing powers because of OZ."

"So, it does work, without fatal consequences," Osborn said, on one hand, he was outraged that someone other than himself was beneficiary of the formula. On the other hand, he was pleased that he had a working formula.

"Yes….."

"You have her DNA mapped out…"

"Yes, and with this data, we should be able to reconstruct working components from the formula, along with developing a super powered spider soldier," Octavius continued. "Governments around the world will pay money for it, big money."

"Is the test subject ready?" Osborn asked.

"She has been prepared for the initial run, yes," Octavius said. "All I have to do is introduce the spider…"

"We've determined that they have to have latent powers, or an X-Gene as Charles Xavier has termed it," Osborn reminded them.

"Yes, I'm well aware of it, it was my hypothesis," Octavius said but any response that was made was lost in the night, in the dust.

"Continue your work."

Octavius envisioned a day where Osborn would bow to him but he didn't have the spine or the motivation to pull the trigger.

**To Be Continued on June 4** **th** **2014.**

**Director's Notes: http://webofchaos.blogspot.com/2014/05/side-effect-chapter-6-directors-notes.html  
**


	7. Web of Entrapment Part One

"I'm glad we were able to get together, get some time to know each other, hang out, you know that sort of thing," Mary Jane said in amusement. She was dressed in a nice little black dress that clung to pretty much every single curve to her body. It parted nicely down to her thighs, showing her stocking clad legs, along with thigh high black boots. She looked quite fashionable. "Guess I was the one that hit the jackpot Peter….thought this would be a bust, but I'm glad that I got to know you a little bit before our aunts decided to spring the entire blind date thing on us."

"And yet, Aunt May sometimes doesn't realize that I do have a girlfriend, but I think that the sooner we do this….."

"The sooner that we can move on with all of our lives," Mary Jane with a bright smile, as she sat down at the table and waited for them to be served. "I know you must have a lot on your mind…"

"Well exams are coming up….and I just came back from a tutoring session with Liz," Peter told her and the redhead crossed her arms together, staring her down. The redhead tapped her finger across the table.

' _Okay, Pete, two can play this stubborn game,'_ Mary Jane said with a smile.

"Your aunt….she told me that….well she told me that you did have a knack for photography," Mary Jane offered him and Peter smiled at her. "So…..perhaps you could win the contest….none of the photos of Spider-Man have been fit for print, you know."

"Oh, I'm well aware," Peter agreed with a smile on his face, locking eyes with Mary Jane. The redhead was not going to deny that there was something about this stare that sent shivers down her spine. "But….I don't want to be that guy….you know what I'm talking about don't you…."

"Oh….well that guy who takes pictures of Spider-Man, yeah I'm aware, but I just think with someone with your natural talent….you would be able to get on the inside track to getting pictures to him," Mary Jane said with a smile as their food arrived.

Peter slowly dipped the breadstick that he orders into the sauce and chewed on it with a smile on his face.

"Aunt May must really be talking me up, isn't she?" Peter asked her and Mary Jane blinked, before nodding up and down eagerly.

"Well it's for good reason….I mean, why wouldn't she talk you up….."

"Photography was something that I took in my freshman year as an elective, I don't think that it's something that I want translate into a career," Peter said to Mary Jane. He had been fine tuning some of his father's notes, nothing too complex. His father had been working on some intriguing inventions but on a shoe string budget, Peter was not going to be able to find the funding for those any time soon.

"Okay, okay, fair enough," Mary Jane said with a blink and she took the refreshing glass of water, drinking it. "So….what do you think about Spider-Man?"

"He's colorfully dressed," Peter said and he could have sworn that he heard Gwen snickering in his ear piece.

"Never mind, enjoy your date," Gwen said, deciding not to let Peter in on what she thought or what she perceived to be happening around here.

' _Weird,'_ Peter thought but he shrugged, allowing himself to continue with the date, even though they seemed to be dancing around a very obvious topic, but he could not properly put his finger on what.

"I think that Spider-Man is really amazing, actually, sure he might be a bit….well unique," Mary Jane said and Peter could not help but grin and say what he had on his mind.

"You mean weird don't you?"

"No, I mean unique, unique is a good thing, it's not a bad thing, at least not really," Mary Jane said, casually waving off this argument. "But New York….it's almost like a city of capes…..well very few of them are actually wearing capes. Which is kind of weird, because that's kind of like the stereotypical super hero thing."

' _To be honest, I don't think that I would look good in a cape,'_ Peter thought and he smiled.

"Well, Iron Man, he has that armor war suit, all that high tech gadgets, would a cape really add anything?"

"No, not really, but it's just weird….I guess it's a comic book thing where people are wearing capes," Mary Jane said, deciding to take a bite of something to eat before she got flustered. "So…."

Peter nodded and it was almost like Mary Jane was choosing her words carefully.

"You seem to be really interested in Spider-Man," Peter told her and Mary Jane looked at him. There weren't that many people in the restaurant but at the same time, you never knew when there was a nosy member of the press looming around, waiting for a scoop that would jump start their career.

"So….yes, I kind of am, but….could I talk to you?" Mary Jane asked, making a snap decision about what she needed to do.

Peter, not quite catching things right away, frowned, and raised his eyebrow. "You are talking to me right now, aren't you?"

"Yes, I am," Mary Jane agreed to him but she sighed, this was not going to be as easy to articulate as much. "But…in private….I think you'll agree….finish dinner first though….it might not be…..well people might be suspicious if we leave with a half finished dinner."

"Girl has some brains on her, I approve," Gwen informed Peter, keeping her voice down. Peter acted like he didn't hear her.

The two of them smiled and made some light conversation.

"So, yes, I have a good idea of where this might be going, and no I'm not going to tell her but….if it is going where I think it's going, we're going to have to induct her into the fold….security reasons, trust me on that one."

' _Thanks Gwen, way to be vague,'_ Peter thought, even though she could not hear his thoughts as far as he knew but he shrugged, deciding to go with the flow.

* * *

"Okay, we can speak freely," Peter said, as he attached a small device to a curtain. "It…..it causes nothing but static to be heard around the room…..I wanted to adapt it so we could have free communications without anyone listening in but….it kind of fries the electronics, whenit pops up."

"Nice, very nice," Mary Jane said, she had serious reservations about being confrontational but it was obvious that Peter had serious reservations about telling her. Or perhaps she had not seen what she thought that she had seen. "So…"

"If this is about you coming by the other day and walking in and me and Gwen…."

"Wait….ooh….I'm really sorry about that, I was just returning something to your aunt," Mary Jane managed, looking fairly flustered at the thought of what was happening. The redhead blinked for a few seconds.

"Nice diversion, Pete," Gwen said approvingly. "I'll be there in a few minutes….don't worry."

"Why did you apologize, you weren't coming there with the intention of spying on us having sex, were you?" Peter asked Mary Jane and Mary Jane's mouth hung open, and she shook her head.

"No….no….absolutely not I wasn't, I swear," Mary Jane said, her heart beat quickened nervously and Peter smiled, looking her over.

"Don't worry, MJ, I believe you, but….I think that you're keeping the truth about something, aren't you?" Peter asked her and the redhead looked at him, completely flummoxed.

"Well, you'd know all about keeping those secrets," Mary Jane protested, trying to regain some semblance of control over what was being said. Her stomach felt like butterflies flapped over large wings within it.

"What secret am I keeping, Red?" Peter asked, and that name caused shivers to go down her spine. Little did he know that Peter released some of those pheromones towards her and that made her somewhat light-headed. At least to the point where it was difficult for her to string more than two or three words together.

"Well….you know…you know what secret you're keeping," Mary Jane said, trying not to really feel too flustered at the moment. "But….I found it out, I saw you leaving the house one night, dressed as him….."

"Oh, you saw that, didn't you?"

"You admitted it then," Mary Jane said, trying not to sound too smug. Because no one liked a person who sounded overly smug. Peter's gaze diverted towards her and the redhead vixen could feel it burn into her shoulders. She once again could feel her heart speed up a couple of more beats. "You admitted….you know….that you're him…you're….well you're him, aren't you?"

"Once again, master of speech…..but I'm sure that you enjoyed what you saw the other day, didn't you?" Peter asked and Mary Jane was thrown off guard by the abrupt turn around. The fact that pheromones were flying in the air did not really hurt matters all that much either.

Her stomach felt a few twists and turns and Peter's hand was placed on her shoulder. She shifted and he was getting closer to her. Mary Jane was visited by an impulsive….no dare she say it….she couldn't resist herself from saying it, crazy thought. It was completely crazy.

She could see Gwen ride her tongue while Peter made her scream for mercy. It was a fantasy that haunted her dreams for the past five days.

Peter's heightened senses caught a whiff of her arousal.

"What….Peter….I don't know….I mean….it was hot," Mary Jane managed, trying to remain bold and proud, because she would not settle for anything else. Her strong and steely resolve was fading rather fast.

And suddenly, Gwen stood behind her, hands firmly on her shoulders. Mary Jane had been so preoccupied with Peter that she did not notice that his girlfriend was here.

"Gwen….I'm sorry if you got the wrong idea…."

"No, Red, I got the right idea, I think," Gwen whispered in her ear and Mary Jane closed her eyes, feeling her stomach tie into knots, the little butterflies beating against her stomach. She could see that Peter and Gwen were both attractive and who wouldn't….well they would have to be awfully blind or have poor taste not to want to….at least that's what the redhead thought.

Was Gwen's hands resting on her….no dirty mind, gutter, mind out.

"I mean…this isn't….."

"Acceptable, who should define what we accept?" Gwen whispered in Mary Jane's ear and the redhead could not deny that her friend had a point. Such a point that in fact she was nearly losing her mind. "I mean, society really has some messed up standards of what's right, and what's wrong so..."

"It's wrong," Mary Jane said but Peter smiled as she realized now that she was trapped in between the two of them.

"Well, yes, but…."

"That's what makes it fun, you've figured out Peter's little secret, and the spider….well the spider that bit him had a side effect," Gwen explained and she sensed Mary Jane's arousal once again, her fingers resting on her bare thigh. She knew that her panties were soaked through the brim.

"Yes, you imagined yourself in this spot, don't lie?" Peter asked, as he smiled as Gwen slowly kissed the back of Mary Jane's neck and slowly turned her around. Her lips planted on Mary Jane's, with sensual fire burning through them.

' _Oh god, oh god, oh god, oh god,'_ Mary Jane thought and then she turned around, on jelly legs, before being handed off to Peter.

Her toes felt like they were on fire, her spine shivered. He kissed her deeply and Mary Jane grinded up against him.

"You're getting the message now, tigress," Gwen said with a smile as she sat back, pulling her panties out. "Introduce her to the team, Pete."

"It would be a pleasure," Peter whispered and Mary Jane could feel her panties pushed back and then the cool air rush between her legs.

Then the cool air was not the only thing that was about to go between her legs.

**S-M-U-T.**

Peter sat back on a padded seat and he draped Mary Jane over his lap. The redhead closed her eyes, and felt Peter's hands snake all the way up her legs. Shivers went down her spine as he worked her over.

The kiss soaked her even more and his right hand cupped her breast as his left hand held her in place. He moved down her body, tracing every single inch of the hot flesh. The redhead panted with Peter working her over a little bit more.

"We're just getting started," Peter said and he pushed Mary Jane's lips back, her pussy bared. He shoved his digits inside her.

Mary Jane's mind exploded with pleasure, as he pushed his fingers into her. The redhead could not…..well she felt things far behind of what she could describe. The orgasm might have blown her mind a little bit more.

"Deeper, please," Mary Jane whispered and Peter pushed his fingers into her.

"Of course, honey," Peter said and he could see Gwen licking her lips.

After he fingered her for a little bit, Mary Jane was in a daze. More so after he removed his fingers from her and placed them inside her hot mouth. The redhead suckled on them like a dying woman and Peter used his opposite hand.

After he was done, Gwen edged over and accepted the gift, sucking MJ's juices off of Peter's fingers. Mary Jane got hotter and hotter at the thought of the older blonde licking Peter's fingers clean.

Eventually she was wet and ready and Peter was hard.

"Ooooh, Peter, please be gentle…."

"First time," Peter whispered and Mary Jane nervously bit down on her lip, nodding up and down. "Don't worry….."

"Yes, it will only hurt for a minute," Gwen advised her and Mary Jane was slowly lowered down onto him.

He tore away at her resistance and she nearly let out a moan but Gwen planted her lips onto hers, to give the girl something to focus on other than the pain of her virginity given away.

Through their lip on lip contact, Gwen introduced some of her pheromones into Mary Jane, and she felt herself lightened, the pain go away.

"Are you okay, baby?" Gwen whispered and Mary Jane nodded, as she grinded her hips up and down against Peter.

"Yes, oh yes, I'm okay," Mary Jane panted, her eyes closing as she felt the rush go between her legs. The redhead slowly bounced up and down, to gain a bit of momentum.

Her juices flowed even more freely, thanks to Gwen's powers, even though the redhead didn't know it at the time. And what Gwen didn't accomplish, Peter accomplished the rest of this.

"Lay her back Pete, I'm sure she's hungry," Gwen said with a saucy smile on her back.

Dare she hope….Mary Jane came up with a huge orgasm and then went crashing down, something that disrupted her thought process. Peter's large prick drove deep into her body and he continued to pump himself into her body. His hands placed on her hips and he worked himself up and down all of the way.

"Just relax, just relax," Gwen whispered and Mary Jane could feel her draped over her mouth.

The blonde's tongue pushed deep into her, tasting her womanly depths. Mary Jane thought that she would explode as Gwen grinded herself up and down onto Mary Jane's face.

"Oh….good oral skills, very good."

Gwen panted this statement, with Mary Jane shifting her tongue deep into Gwen's snatch and the blonde released more of her juices. The blonde's arousal spiked even higher.

Peter grunted as her tight cunt wrapped around his tool, as he probed his way into her body. His hands were placed on her hips as he rammed into her from above. She matched his movements, which he had to give her credit for.

"I think that a change of venue is needed," Gwen whispered as Peter rammed into Mary Jane.

"What…." Mary Jane whispered as Gwen pulled off of her face and Peter pulled out of her. The blonde slinked off.

"Don't worry honey, you'll get more later, but that was just a teaser," Gwen whispered as she licked Mary Jane's nether regions. That caused the redhead to shiver.

Gwen was presented for Peter and he just had to take her when she was like this. It would be rude not to and his cock was still hard. The blonde was penetrated from behind.

Mary Jane got hotter and wetter and started to play with her nipples as Gwen ate her out. She saw Peter appear and disappear inside Gwen from behind and she was starting to get hotter and more passionate.

"Ooooh," Mary Jane whispered and she imagined herself with her and Gwen reversed.

Peter smiled, he could see the lust in Mary Jane's eyes, and his manhood speared Gwen. Her moans got louder and him sheathed in this hot flesh made him throb. He could not explode just yet, even though he could get hard and ready pretty quickly before his powers. He smiled, his hands exploring Gwen's body.

"Ooooh, Peter, please," Mary Jane moaned, as she wanted him back into her in the worst way. It was like a vacancy that she needed to be filled.

Gwen smiled, she allowed Mary Jane to choke on it for a few more seconds, because the result would be pure magic once she had her way with the redhead. In the meantime, Gwen's tongue explored this sweet young pussy, collecting her juices. The result of her pheromones that she introduced was obvious.

"Okay, switch," Gwen said, after allowing Mary Jane to beg.

Mary Jane pulled out so fast and she got on her hands and knees, wiggling her rear at Peter.

"You know, one would think that you're asking something," Peter whispered, cupping her ass and Mary Jane shivered, as she felt Peter's eyes on her, sizing her up. She couldn't believe it, mostly because she didn't want to believe it.

"Um," Mary Jane managed nervously and Peter smiled at her, running his hands over her body and he whispered in her ear.

"Maybe later, then," Peter whispered and he plunged into her from behind.

Mary Jane knew that this time Peter was not going to pull out until she finished. Any thoughts of protest left her body as Gwen's scissored legs wrapped around her body. Not enough force to crush her head but enough force to show who was the Alpha of the pack.

The dance quickened in tempo, as Mary Jane's need increased, her need to have him deposit his gift inside her body. She closed her eyes and felt her breasts ache with need. They were replaced with his strong hands. The way they stuck to them, oh she felt really good, in fact, she felt better than good. She felt amazing, spectacular, sensational either.

Gwen could see the look of lust in her eyes and yes, this was an amazing arrangement.

"I think she's earned a gift Peter," Gwen whispered as Mary Jane's oral actions, tentative at first, but now extremely hungered, brought Gwen to an orgasm of her own.

"Well, I don't think that I want to leave the girl….hanging," Peter grunted, as she clenched his tool, trying to milk him. That caused him to twitch.

"In me, don't pull out please," Mary Jane whispered, she wasn't sure of any consequences but damned if she cared with the state of lust.

His amazing prick speared into her body, deeply working her over, stretching her out, and causing her whimpering moans to become high pitched.

She really opened that all they heard was static but well…..Peter was testing this invention to the fullest right now, as he filled and emptied her from behind.

The dance concluded, with the obvious result, as Peter completed the journey to her womb. All three lovers climaxed at once and it was a beautiful feeling.

**S-M-U-T.**

Peter had a beautiful blonde on one side of him and a sexy redhead on the other side of him, pressed into his body. Both kissed and caressed his body in the afterglow of what they just experienced.

"So, want to go again?"

* * *

The next evening, Peter was doing his normal patrol. So far things were quiet and he was…..well he was just hoping to get home this evening. The web slinger dropped down to the ground and he could hear something.

' _Of course….of course I would run into something like this,'_ Spider-Man thought to himself, taking half of a step forward but pausing.

The doors were blown open and Spider-Man proceeded carefully. He could see that no one had bothered to touch any of the precious jewels or artifacts that were in the museum. All they did was blow off the door in a loud way to gain his attention. Also, there was broken glass.

"I thought that you wouldn't show up."

"You know, property damage is considered to be against the law," Spider-Man said, as he saw a figure, dressed in a loose fitting black coat in the background, along with a ski mask, with holes in it. "And ski mask….in the middle of spring, how cliché can we get?"

"I'll apologize for the lack of originality," the person said, she was most certainly female. Of course, Peter suspected that she disguised her voice. Rushing forward, she tried to kick Peter and his spider sense just barely registered the foot going into the side of his head.

' _Well, she's….oh no time to thing,'_ Peter thought as he dodged a palm blow and then a pair of metal balls slammed onto the ground, releasing a blinding gas. _'Who is she….what is she….I don't even know….I suppose I'll find out soon what she is but….well this is going to get interesting, and I'm not even sure in a good way.'_

The web slinger repelled to the walls which was well lubricated and it caused him to land on the ground. She held out a gun and fired a couple of shots.

"Nice shots lady, here is some of mine!" Spider-Man asked, throwing one of his spider decoys with an over arching shot and it landed on the ground.

She avoided the blast that would have reduced the eardrums of anyone who dared to stand in a certain radius of it to applesauce.

"Not bad for someone working out of his parent's basement," the woman said and Spider-Man latched onto her coat, but she sliced his webbing before he could even use it as a springboard device.

She dove onto the back of his head but he grabbed her around the head and flipped her to the ground.

"Not bad, not bad…"

If Spider-Man didn't know any better, he would have thought that this person was toying with him to get him into a false sense of security.

The web slinger rammed hard against the wall, and the woman stood up against him, a feral grin flickering on her face. She put a stiletto heel to his throat and pinned him against the wall.

"Okay, don't suppose that I could call….a time out?"

"An adequate try, but I'm afraid that I lead this dance," the woman responded with a sultry smile and Spider-Man struggled once again to push himself back up.

"Well you can't blame me for….."

An explosion knocked her off guard and Spider-Man slid underneath her legs, ripping her overcoat off. It exposed her body and that nearly caused Peter to be caught off guard. While she was not rendered naked, she might as well have been. The skin tight black cat suit clung to her body, molding to her like a second layer of skin. The mask she wore remained on, but not for long, as she slowly took it off.

Her red hair flew freely, she was absolutely gorgeous with red hair, and stunning blue eyes. Given her deception, Peter could not be sure if they were her real color or she was wearing some kind of contacts. The redhead thing was also something that he could not directly verify given what she was showing him.

"Sometimes, the oldest tricks are the easiest, wouldn't you say?" she muttered to herself, as she felt a small burst of pleasure at this young man oogling her like a piece of meat. Not that it was anything new and she normally followed that sort of gaze by getting knocked out.

"Well, I don't know why you were wearing that coat….." Peter managed and he could see a burst of electricity going towards him. He dodged the attack once again.

"Didn't want the fight to be too easy," the woman said as she fired a line towards him but Spider-Man dodged it once more.

She latched onto the door, yanking it open. With a forward roll, she landed hard onto the ground. Spider-Man jumped at her, aiming a kick but she blocked his foot.

"Not too bad, but….."

She finished her sentence right after she rendered Spider-Man unconscious with a tranquilizer.

"You're really out of your depth and I mean this in the nicest way," she commented, standing over him, making sure that he was out. His fingers twitched so she gave him another shot just to make sure. "Good against some low level punks, perhaps a couple super powered threats, but years of training is not going to replace your super powers."

She decided to check in with the big boss after all of this.

"So do you got him?" Fury asked and Natasha nodded in affirmation.

"He gave me a little bit of trouble….."

"Expected you to come back an hour ago, you must be slipping," Fury reprimanded and she sighed, almost rolling her eyes. She knew that Fury was just being his usual charming self but still.

"Well, never mind that, I got him," Natasha said, holding up the young web slinger and sure enough, Fury had granted her transportation, which allowed her to move him safely.

She thought about the battle and how she tried not to get too distracted by him. Given the pheromones that he gave off, she wasn't sure what result they would have on her. That was up for SHIELD to find out but she wasn't about to tempt fate.

* * *

Spider-Man swung from one side to the other, his feet and arms bound. He tried to pull himself free from the material but found it hard. Even with his enhanced spider strength, he couldn't believe it but at the same time, he had to believe it.

"Don't bother trying to get out or trying to communicate….that's left in the middle of the alleyway for your friend to find whenever she tracks you."

Spider-Man could hear the deep commanding voice in the light and his joints ached as he swung back and forth. He wondered where he was. He was in a dark room with nothing.

"You'd think that you'd add a little décor, you know to liven the place up a little bit. I'm just saying, that's all….."

"You think it's a joke," the man in the shadows said to Spider-Man sharply. "Do you realize what could have happened to you, with powers like that?"

"Hey, I thought that I came out okay, sure my portions of food are a bit bigger, but really, I smacked around a few bad guys…."

"Again, you think that this is some kind of joke, some kind of game, but you've just found yourself into some serious business," the man in the shadows replied and Spider-Man shut up for the first time in a long time. "Mr. Parker, how would your aunt and uncle like to know about your external activities?"

"I….my aunt and uncle…..they don't know anything about what I'm doing, did you….."

"It's fortunate that they'll be delayed coming home for several hours," the man in the shadows stated and Spider-Man caught on with what he was saying.

"Whoa, you mean….you arranged for them to be late…"

"Did it look like I stuttered?" the man asked as he looked at them. "A missing person's report….it would complicate things."

"Yes, because knowing someone was missing would complicate kidnapping, I can see your point," Spider-Man replied dully, as he tried to pull himself free and he stepped into the shadows. "So, are you the winner of a Samuel L. Jackson look alike contest or something?"

"I'll ask the questions," the man said. "I'm Nick Fury and all you need to know is you've stumbled into something far bigger than your little game of dress up."

"That's what this is to you….."

One of the scientists walked into the room and Fury looked over his shoulder, nodding. "He's prepped and ready to go."

"What…prepped….ready to go….what are you talking…OWWWW!" Spider-Man yelled as he was stabbed in the shoulder by something. There was something taken from him. "What….what was that for?"

"To see if you're safe to be let out of custody," Fury replied and Spider-Man managed to get to the point.

"So, you work for some kind of government agency or something?" Spider-Man asked and Fury said nothing. "So….if I'm safe, that means I get to go scot free….and…."

"If you're not, well I'll be sure to send your aunt and uncle a fruit basket for condolences," Fury replied and Spider-Man once again looked at this man. His shoulder ached from where they took the….whatever they took from him. He was not a happy camper with what they did and his mood was only going to worsen the longer that he waited.

"What's wrong….."

"Classified information, when you're eighteen and work your way up the agency, you might be able to learn it," Fury said to Spider-Man, with the web slinger just hanging around, in the literal and figurative sense of the world.

' _This is completely insane, I mean….the government….they can't just do that…..well I guess that they can do that, they've done worse, but still….'_

Spider-Man wondered if he would just be left hanging, to comprehend his fate. Fury still had his back turned to him, almost as if he was waiting for someone to come up the hallway.

"Calm down, Mr. Parker, you will be released once we find out whether or not there's nothing dangerous about your DNA."

It did strike Peter just then that Commander Samuel L. Fury knew his name and who he was. That didn't put Peter in the best frame of mind to be honest but there was only so much that he could really do. The web slinger tried to pull himself free from his constraints but they remained rigid and immobile.

Fury was talking someone, the woman who knocked him out and the next thing that he knew, he was brought here.

' _I knew that trusting an attractive woman in a tight cat suit was nothing but trouble….even though I didn't really trust her,'_ Spider-Man thought to himself, shaking off the thought that came from his mind.

She entered the room and pulled up a chair, sitting down.

"So, you're my babysitter, are you?"

There was no real response, she was focused, and dedicated.

"You really know that I'm not going to go anywhere, do you?"

"Commander Fury wishes for me to keep an eye on you, to make sure that you don't," the woman replied with a smile. "He will be back in three hours to give you the results of your test and whether your next stop will be a high security cell or back home."

"Well that's just peachy."

The mystery woman didn't say anything, she just stared a hole through Spider-Man. It was making him feel almost objectified.

"Don't I get a name, to go with that face and…"

"Call me Black Widow," she commented without any emotion in her tone, even though she traced his body in that costume.

"Well, that's appropriate, you'd need a spider to capture a spider, and you would have to have the most deadliest spider….but I guess someone like you couldn't appreciate the irony of the situation."

Natasha didn't say anything but she did. She watched him struggle with his restraints, it was a very amusing show.

* * *

"Peter, Peter, please pick up!" Gwen yelled frantically as she tried to call him, like she had been for the last twenty minutes.

The last contact she had was he after a perp at the museum, and then there was nothing. Gwen hated doing this, but she knew that if Peter was in danger, it was her time to remove.

Putting the project that she was working on to the side, she knew now was not the time to be wrecked with guilt. Now was not the time to wonder about what might have been when she had been there.

Now was the time for decisive action, the blonde took half of a step forward and tried to calibrate the tracker on the ear piece. Her and Peter both agreed that this was a good idea, so it was not like it was any kind of invasion of privacy or anything along those lines.

Gwen grabbed her half made costume, and stepped out of the door. Her father was out late once again which was fortunate.

She really dreaded having to explain things to Peter's aunt and uncle, because she had a feeling that she could get blamed for this.

' _No time to think self destructive thoughts like this Gwen, just get up, and do, just get up and go,'_ Gwen thought to herself, trying to motivate herself.

The tracking signal got a bit stronger and Gwen had hope. Maybe Peter had gotten knocked out in the fight and hopefully would be coming too. She quickened her steps at this thought, knowing that if the wrong person came across Peter in his unconscious state, it was game over.

"Shit," Gwen muttered underneath her breath, stopping and sliding, trying not to get caught b the police.

Close call, actually a bit too close for her liking. The tracker was right in the alleyway behind her and it was kind of a trip over the fence.

Her agility put her over the top of the fence and she landed on the ground with grace. The blonde nearly staggered but somehow held herself up. She took a slight breath and smiled, becoming mindful of her surroundings in the area.

Taking another step forward, Gwen approached the tracker signal and then saw the ear piece lying on top of a trash can.

The blonde frowned, it was put too neatly for it to just fall here during the course of the battle. It was almost like something got planted here during the course of the night. The blonde closed her eyes and could hear the rustling sound in the shadows.

There was something nearby and the hairs on the back of Gwen's neck prickled up as she saw what was going on around her.

Things were about to get interesting, because she was not alone.

 **To Be Continued on June 11** **th** **2014.**

**Director's Notes: http://webofchaos.blogspot.com/2014/06/side-effect-chapter-7-directors-notes.html  
**


	8. Chapter 8

Peter Parker thought that he was in…..a rather uncomfortable position to say the very least. Then again, that was done by design. The resistance of his bindings were such that he could not move, and the fact was that even though he was at it for a half of an hour, he was….well he was not making any progress.

' _Going to have to think outside of the box Parker, and do it quickly,'_ he thought to himself, frowning at the situation at hand. The web slinger could see his minder, still staring at him. _'She is a female…..but she's not a teenage girl who doesn't have a proper control on her hormones. So it's going to be difficult to get her but….'_

"Not, very comfortable, is it?"

Her voice was calm, as she slowly watched him. Her eyes could see shifting, trying to pull himself free from his restraints. He snapped back, just like that.

"Well, it's not very comfortable, it really isn't," Spider-Man managed, as he closed his eyes and took a deep breath. "I don't suppose that you could…..well I don't suppose that you could help me find some room to breath."

"I wouldn't be doing a very good job if I let you out," Natasha commented as she looked at him. She was enjoying the show, and she wondered if he was going to beg.

"Oh come on."

Well that kind of took any wondering out of the thing and Natasha watched him. She did not dare get any closer than she was sitting. Her weapon was long range, so there should be no reason why she shouldn't get a clear shot, if she had to engage him. On the off chance that he was somehow, by some fluke, able to pull himself free.

He was restrained long before he woke up, and Natasha watched his body continue to writhe.

"You know, are you afraid to go closer?" Peter asked her. "Afraid that the big bad spider will bite…."

"Trust me, I don't fear your bite," Natasha said in a stoic voice. She remained immobile from her chair, not moving too much and trying to breath even less.

"Well, you got me all tied up, and I shouldn't be a problem, and even if you had one hand tied behind your back and the other hand helping me…..I still think that you would kick me ass."

"You know, this flattery is not getting you anywhere," Natasha replied icily and there was a sense that her patience was fading rather quickly.

"So Sam Jackson's stunt double, what's his game?"

"Classified," Natasha muttered to him.

"Isn't that always the case with you government types, it's classified, that's all I seem to hear," Spider-Man answered and the Widow's gaze penetrated him. "You know, it's not the worst thing out there to….just share some things. Especially when he just took some of my DNA."

"There are things far beyond your comprehension, that have happened long before you were even a twitch in her father's pants," Natasha told him and Peter smiled, that had to really be the closest that he was ever going to get to a real question.

"You seem uptight."

"I beg your pardon," Natasha said, sitting up straight and her steely gaze was locked onto that of Spider-Man, who continued to hang around like a pendulum.

"You seem so tense….when's the last time you've gotten laid anyway….I mean legit laid, not some fake the guy out with sex thing and stab him in the face."

"You know, you're so brazen for someone who has been hanging over his head ,and someone who I can take a direct shot at," Natasha said and Spider-Man decided to call his bluff, hoping that it was right.

"You wouldn't shoot me, I mean, you wouldn't kill a minor, would you….but you might….do other things with him."

Natasha flinched at the implications, but she was getting hot because of the taboo of the situation. She was a spy, therefore, she had to do some sick things to get the information that she wanted. Things that would turn the stomach of a normal person.

"I'm not…"

"You know, you've been following me for a long time, haven't you, Widow?" Spider-Man asked her, and the blood thankfully was not rushing to his when he was upside down. Focusing on that skin tight catsuit got him some thoughts that most certainly were the furthest thing from PG rated that a person could think of. "You've seen me at my most intimate….."

"Be silent," Natasha said as she slid forward a bit, getting closer to him. He dangled there, like a forbidden fruit, taunting her. Temptation, it was temptation that taunted her.

"Am I getting underneath your skin?"

Natasha once again closed her eyes, he had been right, she had been too tense as well. She could see his costume get tighter and the thoughts in his head, well she would be an idiot not to think of what she was thinking of.

The outline of it, it was large and it pulsed at her. Once again, it dangled there with some kind of forbidden fruit.

"You can't will it to go down," Natasha whispered at him.

"No, of course not….I'm guessing that one of the chemicals you shot me with left some residual swelling, or something," Peter said and Natasha frowned.

"Right," Natasha said in a biting voice, she knew that she was going to regret doing this. Then again, it was a male who was in a position that she could utilize. And Fury wouldn't be back for a while.

Peter could see the outline of her hardened nipples against the skintight suit that didn't leave all that much to the imagination.

"One word about this, and you won't have to worry about this, ever again," Natasha said, clenching his hardness in emphasis.

"Don't worry, I'll be discrete but….are there cameras….."

"Not since five minutes ago," Natasha said, and they would be putting the five minutes of Peter standing there and Natasha on a loop until they were finished.

No one would be the wiser.

"So, are we….we're going to do this when I'm hanging upside down?" Peter asked and Natasha smiled, as she clenched his bulge once again.

"I'm going to follow my orders to keep you secure no matter what," Natasha said, as she pulled his pants down or rather up…..direction with servicing a guy that was hanging upside down was confusing.

**S-M-U-T.**

Natasha eyed his large member and licked her lips, primal lust erupting from her. She had never had anything this big in his mouth. Then again, the fact that he was an enhanced human would allow him greater tools.

Peter nearly lost his mind as her hot mouth took him down her throat. He really wished that he could look into her eyes, to get the more visual treat. She took him into her throat cavity with greater skills than any girl he had ever had. Granted, it had been three of them and all of them had been teenage girls and this was a woman.

And what a woman as well, her slurping got even more intense. He thought that he was going to die and go to heaven with her wet mouth wrapped around his tool. Peter closed his eyes tightly, taking a long deep breath in and out. The woman took more of him down her throat, and continued to pick up the pace.

' _Fuck me, oh this is so fucking good,'_ Peter thought.

Natasha unzipped her catsuit and her large firm breasts bounced out. She looked rather hard for her body, it was built for both seduction and skill. An upside down blowjob was something that was different, but she really got into it.

Repelling herself up to the ceiling, Natasha now hung upside down. She could see Peter's pleasure, as he tried to look up at her. He could only move his neck a little bit.

"Sorry, Peter, I can't loosen the restraints, SHIELD orders," Natasha said and she wrapped her breasts around his tool. "Please except my humble apologies."

His cock pushed in and out of the valley between her breasts and Natasha closed her eyes tightly, licking his head. His salty pre-cum oozed out of him and she lapped it up.

"Apology….oooh accepted," Peter grunted, as her breasts worked him up and down, giving her a glorious titty fuck. That caused him to positively throb as the redhead vixen continued to work him over.

"I'm glad."

Natasha continued to work him over, rubbing him up and down. The woman's efforts got even more intense and Peter thought for a few seconds that he was going to lose it. His balls throbbed as she continued to work him over. His eyes screwed shut.

"Just a little closer, then," Natasha whispered and glee continued to burn through her eyes. She wanted Peter to pretty much beg for it and the closer she got, the hotter and hornier she felt. Her breasts wrapped around his tool and she worked him over.

"Yes, closer, so close, it almost hurts," Peter grunted and Natasha smiled.

"Don't hold back, you know that you want this,' Natasha whispered, using her breasts to rub him into a stupor and his balls began to twitch. "Don't hold back, oh, you're going to leave a mess, but don't worry, we can clean that up."

She continued to work him over and Peter kept grunting, her efforts bringing him closer and closer to the edge.

"So much closer, you can feel it, can't you?" Natasha asked and Peter nodded up and down, he could really feel it. The fact was that he was pretty much about ready to go.

His penis smashed between her large breasts felt so good and eventually, he was a man, he couldn't hold back underneath such delightful friction. The woman tightened around him, slurping him.

On the bright side, if they needed further DNA samples, Natasha was about to acquire them in abundance.

He coated her breasts with a rocket launch of cum, splattering all over her. The Black Widow's eyes closed as she accepted his gift onto him.

Keeping hanging upside down, the cum dripped from her breasts. Natasha lowered herself a little bit more. Now, she was eye level with Peter.

Just in time, in his opinion, as she fed off his cum that was dripping down from her breasts. The redhead slowly but surely licked her essence that dripped down from her.

"Oh, you taste so good, Peter, so good," Natasha moaned as she continued to use her tongue to lick off of her and he throbbed. "Hmmm, are you ready for more? It wouldn't be fair if you didn't get a taste of me before we moved onto the main event, would it?"

Peter's cock throbbing in anticipation was all that he needed to tell her.

She grabbed his head and her catsuit slipped down, revealing her smoldering hot box. The young spider themed hero watched her, her smooth sex beckoned for him, taunted him, teased him. He wanted more, he wanted it all.

She grabbed him around the head and pushed him into her snatch, face first. He was pretty sure that this was an abuse of power.

"Let's put your skills to the test for a real woman," she said, grabbing his cock and pumping it, getting it nice and hard for the eventually insertion.

She continued to pump him as Peter licked his way into her smoldering hot core. The woman dripped with sex and Peter felt the desire increase the more that she worked him over.

Natasha closed her eyes and Peter's tongue worked into her dripping hot pussy. Her thighs clamped up against her face and he continued to go into her.

Her moistening center dripped onto his face and Peter flew backwards from where he was.

"Oh, I think that you're ready, for the main event,' Natasha said and she pulled herself up, her legs spread, as she managed to go towards him with great agility. "You better not go too soft on me, because I want to experience this, full force."

"Oh, I think that I can accommodate you," Peter whispered and Natasha's tight quim slipped over him. "Oh god….."

"Well, I've heard that one before," Natasha commented, working her hips around his throbbing tool. His eyes closed as the two of them rocked back and forth with each other, upside down.

"I'm sure you have….oh many times," Peter grunted, as she pushed him all the way into her. He was full sheathed inside her.

Her perfect pussy hugged his throbbing manhood, as he didn't have that much room for movement but he made the most out of this situation. She pumped him up and down, causing the most delightful amount of friction.

"Too bad we couldn't go all the way with this one….but we're making do with what we have aren't we?"

Peter could not believe how hard this woman was coming, she radiated sex. Her hips grinded against his and he wished that he could touch that ass, those breasts, those legs, everything. She pressed against him, working over him. The delightful friction grinded on him as she continued to pump him.

"Ooooh, that's really good, it feels really good," Natasha panted as Peter plunged into her hard. He touched the inside of her.

"I'm getting really close," Peter whispered and she clenched her thighs around him, pumping around him.

"Oh, are you?" Natasha asked, with a smoldering smile as she continued to grind herself down onto them.

"Yes, I….but do you want it….."

"Does this answer your question?" Natasha asked, using her smoldering hot hips to squeeze him. The woman closed her thighs around him and Peter longed to touch her. "Maybe next time….you can go all of the way with this."

"Yes, maybe," Peter grunted, his balls slapped against her thighs and there was a moment where he paused.

He sensed that he was getting close, and her tight vice like center clamped him, trying to work him over.

Eventually, she tightened around him, and Natasha squeezed him, working his length into her. Her eyes closed as she pumped him a little bit more and then suddenly, the explosion resounded through her loins.

Peter shot his load into her, splattering his way into her insides.

Natasha slid down, and cleaned herself up, acting like business as usual, as she cleaned things up.

**S-M-U-T.**

* * *

Gwen pretty much knew that she was not alone and she knew that she was lead down this alleyway for a reason. Therefore she was on tetherhooks, just waiting for someone to attack her. The blonde peered over her shoulder.

"You better come out," Gwen said, as she peered towards the alleyway and could see the figure. The blonde could ask nicely, or she could make them come out. Closing her eyes, she thought that the best thing would be to make them come out.

The blonde levitated one of the trash can lids that was laying in the alleyway and swung it, smashing into the heads of one of the agents.

The other one tried to grab her from behind but Gwen blocked his hand and slammed him into the wall.

"Don't….don't….please….don't," the agent managed as Gwen had him trapped against the wall. The fire that went through the blonde's eyes was practically scary and the agent could not believe what he was going up against.

"I'm going to ask you nicely, what were you doing?" Gwen asked him, and there was a sense that despite the fact that she asked nicely once, she was not going to ask nicely a second time. The agent was shivering underneath her grip and her hand tightened around his throat, holding him up against the wall.

"I can't….I can't tell you….."

"You physically can't or you're unwilling to do so?" Gwen asked, her eyes flashing with agitation. "Because trust me, there's a huge difference between the two of those and you bette r learn how to distinguish between them quickly."

"Alright, drop him."

Gwen could hear the click of the gun behind her and she turned around, her hand forming a fireball in it, about ready to fire. And seconds later, it caused the man to drop his gun.

"You know, I'm beginning to think that you were the ones who were behind Spider-Man being taken," Gwen said, and that was more of a rhetorical statement than anything else. She knew what precisely what was going on here.

"You….we can't…."

"If you tell me that you can't tell me anything, I'll be extremely displeased," Gwen whispered, her eyes were flashing with menace and the men backed off immediately.

"He'll be returned back shortly…..once he's been cleared….."

"He shouldn't be taken at all," Gwen said and the men in black staring at her had agitation in their sight. Gwen was not about to ignore that fact. "And you know that I'm right, or are you just following orders?"

If there was something that angered Gwen more than anything else, it was one someone was trying to cop out of doing the right thing by saying that they were just following orders.

"We're….all you need to know is if he's clean, you're going to get him….he'll be returned to you….trust me," the agent said, and he wondered if SHIELD had went over the wrong one.

"You wanted to warn me about something, didn't you?" Gwen asked as she looked at the agents. "Otherwise you wouldn't have dropped the communication device with the tracker in the middle of the alleyway where anyone with a few functioning brain cells could find it, would you?"

"Just know….he's after you….and he'll stop at nothing," one of the agents said and he blacked out from the pain.

On one hand, Gwen felt that it might have not been a good idea to knock around this government agent like this.

A loud bang could be heard and Gwen was met with a choking cloud of smoke. She figured that was about right, super-secret government agents would have a method to escape the premises to be honest.

The blonde could see them disappear and the helicopter that they were on, it flew off into the distance before she really could get a look at it.

"Damn it, damn it, damn it!" Gwen cursed for herself, as much as she hated to admit this to herself, she was back to square one and square one was not a fun place to be. In fact, square one sucked.

She wished she had some kind of ability to pull something like that out of the sky but….that might have been far beyond even her abilities. There were no more government agents in the alleyway, in fact, they didn't leave a trace that they were here.

Gwen wondered if they swiped something from her, a hair, or something like that, some kind of DNA. The fact of the matter was that they got their asses kicked a bit too quickly for them to just put their tail between their legs and run.

Nothing really seemed out of place but Gwen knew by now not to assume that things were as they seemed. What happened, where was Peter, where did they take Peter, there were many questions, and an insufficient amount of answers for Gwen's liking to be honest.

The whirling of the approaching helicopter caused Gwen to stand up and take notice of something that was approaching.

Could this be another government helicopter or something else? The blonde had no idea and she would find out.

Then it was gone by the time she got here. She wondered if it was some kind of stealth vehicle, but without the ability to see through cloaking devices, Gwen suspected that she would never really know.

' _Damn it,'_ Gwen cursed to herself, things got intense and she wondered if this was where Peter would have got off.

The blonde then focused and figured out what she was going to do, but suddenly, the opportunity landed onto her lap.

She saw him down in the alleyway, his costume was in disarray, but at least he was breathing.

* * *

After what happened, Peter Parker thought that he had a really weird night. It started with fighting a hot Russian spy in a catsuit. To be honest, that was something out of the wet dream of a completely deranged teenager.

The fact that he ended up having sex with her, that was something that blew his mind. Of course, he was knocked out later and he found himself back in the same alleyway where he was knocked out in the first place.

' _Okay, that's got to be the most messed up concussion related fantasy ever,'_ Peter thought, wondering if he hit his head fighting some of those muggers outside. Actually, that might have been the most logical solution to this problem.

Rubbing his head, he could see Gwen running up to him. The blonde reached him and engulfed him into a tight hug.

His ribs were a little bit more tender than he thought that they were and he winced. "Hey Gwen….sorry….but…..I got hit hard."

"Hit hard…..well I'd say, some government agents….they were after me, and they took you, and….well you're back and they're gone," Gwen said as she looked at Peter. Peter's face shifted through numerous emotions and his mouth hung open before he managed to spit out the obvious statement.

"So that wasn't a….product of my concussion induced delirium?"

"No….but I'm sure that they might have made you think it was, to avoid any detection, but that's the government for you," Gwen answered, frowning as she clapped her hands on her hips. "We got to get you checked out and if you say that you're fine, I'm going to disagree."

"I wasn't….really planning on arguing the point….she plays rather rough," Peter said and Gwen looked at him, an eyebrow half raised. Peter figured that he better answer this one right away. "Oh there's this Russian spy, she calls herself the Black Widow. She was the one that knocked me out, you know the type, redhair, skintight catsuit, a body made for sin…."

"I get the general picture, yes," Gwen said, not sure what she was more upset about. That some oversexed spy tramp decided to take liberties with Peter, or the fact that she didn't get a front row seat to the sex.

She made a plan to catch this Black Widow at the next possible opportunity, because as Peter's Alpha, she felt that these bitches needed to learn their place.

"So….she staged a jewelry store robbery, tried to get my attention, you know how that goes, don't you?" Peter asked Gwen and Gwen nodded.

"Yep, all too well, you…..well you never know when someone could be playing games with you, I was lured into the alleyway by them as well," Gwen said and Peter frowned. "And I don't really need to tell you that I should…..really check you over to make sure they didn't leave anything behind."

Peter opened his mouth but he decided to really concede that she was right. He was knocked out on his way there and he was knocked out on his way home.

"It's lucky that your aunt and uncle were gone," Gwen whispered, as she raised her eyebrow and Peter gave her a crisp smile in response.

"Lucky, no not real luck all about it, he was watching the house….they said that they're a government agency, it's called SHIELD," Peter told Gwen and the blonde frowned, as she lead Peter towards her car. She made sure it was not tampered with or no one was sitting in the back seat.

"Well we'll see if I can dig up anything about it later…..there's something pinned to your suit," Gwen stopped and she reached forward, unclipping the note from him.

_You passed, but know that we're watching you._

Peter thought that if that wasn't foreboding, he really had no idea what was.

"So some Samuel L. Jackson look alike with an eye patch gives me a clean bill of health….but what…"

"Maybe he thinks that you're going to turn into some kind of spider monster, that will devour the men and women of New York," Gwen replied and Peter frowned at her.

"That really sounds like something out of a B-Movie, you know?"

"Oh believe me, I'm well aware," Gwen said, tightening her grip around Peter's hand, as he sat in the passengers seat. It was becoming obvious by now that she pretty much took what happened seriously. "You better get changed….on the off chance that my father is around, it wouldn't really be a good thing for him to see Spider-Man walking in the front door."

"Oh yes, that would be a bad thing," Peter said as he ducked and managed to pull his costume out.

"And you could use a shower before you go home, given what you smell of," Gwen said in a nonchalant voice as she pulled into a spot on the side of the road. Just in the nick of time, she thought, as the blonde's cell phone went off. "Yes….yes…..thanks MJ, yeah he's fine….no one there on your end…..I'll tell Peter you said hi."

"Guess it's a good thing to have a look out," Peter said and Gwen smiled.

"No kidding….oh Mary Jane said hi, by the way."

"Yes, I gathered that much, I was only sitting about six inches away," Peter said and Gwen's smile got even larger towards him.

"Just got to keep you on your toes, honey," Gwen said, placing her hand on Peter's shoulder and smiled. "I just got to keep you on your toes."

That was a point that he could not dispute.

* * *

"So what's the damage?" Peter asked, he had to be honest, he was almost fearful for what he found out.

Gwen once again frowned as she looked him over and there was a momentary sigh that escaped from her lips.

"The problem is that I can't find any damage," Gwen said and Peter looked at her, rather confused.

"You're kidding, right?"

"No, Peter, I won't joke about something like this, you should know that better than anyone else," Gwen said and Peter nodded.

"Right, right, right."

"But, let's see what we can dig up on our wayward government agency," Gwen replied, as she made her way onto the computer system.

"They do seem to be the top secret sort," Peter said and Gwen placed her hand on her face, blowing her hair from it and sighing.

"Yes, they seem to be the top secret sort, you're right, but even the most top secret governments are going to leave a paper trail for someone to follow," Gwen said, her attention was half on the samples that should took from Peter. She could scarcely believe that he came out normal.

Never the less, the blonde began to type away at her computer, trying to uncover the dirt on SHIELD and dirty was a key word. She wanted something to nail these guys with after what they did. The government was too big for their britches sometimes and sure Peter was technically a vigilante but that didn't excuse what they were doing.

The horror came to Gwen when she continued to type through and she found that there was absolutely nothing there.

That couldn't really be right, could it?

"No, I'm not searching for some wrestling group," Gwen muttered underneath her breath as she continued to hunt for information on SHIELD. "Well, I didn't think…..they are good at….not existing."

"That just makes you more suspicious, does it?" Peter asked.

"You better believe that it does," Gwen said, she raised her eyebrow. "Who was the guy's name….you know, the Samuel L. Jackson stunt double with the eye patch."

"Nick Fury," Peter said and Gwen delved in with an attempt to locate information on that particular man. She would sit there typing until her fingers bled.

Much to her chagrin, Gwen found absolutely nothing regarding Fury. That didn't really make much sense, if any sense.

"Damn it," Gwen cursed, closing her eyes. There had to be something there. The blonde felt frustration course through her body.

"So is there….."

"I don't know, Peter," Gwen admitted, hating that there was nothing there that she could trace, at least nothing that was really tangible. Peter grabbed Gwen's hand and that gave her strength. "He just…..he just seems like someone who would be famous or maybe infamous."

"Would this government organization really have the resources to just wipe themselves off of the face of the planet?" Peter mused and Gwen chewed down on the side of her lip, looking thoughtful.

"No….and yes….it's kind of confusing, isn't it?" Gwen asked, as she ran her finger down the screen and sighed. "You know the old adage about the Internet though….."

"Once something is on the Internet, it's always there because someone, somewhere has downloaded it," Peter replied and Gwen nodded. "But these guys so far are making a plane mockery out of there, aren't they?"

"Essentially, but I've only just begun to dig, don't worry, I'll find something, just going to have to try harder," Gwen replied, determination flashing through her eyes once again. It was moments like this where she looked completely scary but that was why Peter admired her.

"Well, by all means," Peter said, recalling the weird night that was.

"I'll…..I'll drive you home first," Gwen said to Peter suddenly. She wasn't actively beating herself up about it, but she was taking a fair deal of personal responsibility for the fact that Peter got injured. "And I'll do some real digging…..but I don't need you to be around when I do that."

"Plausible deniability?" Peter asked and Gwen smiled.

"And Bingo was his name-o."

Gwen was going to employ every hacking trick that she could think about to figure out what exactly this Fury was and what SHIELD was. It would be nice if she had some kind of backdoor into the organization.

They couldn't have gone completely ghost. There had to be another part of the government that knew what they were.

The United States government's computer systems….well Gwen was about ready to test their security. What she was doing might be considered cyber terrorism, so she did not recommend anyone to try it at home or at least get caught while doing it. The blonde had no intention to get caught, and her computer was some place where she won't get trapped.

"Hope you don't get twenty to life with what you're doing," Peter joked and Gwen shook her head.

"Oh believe me, I hope that I won't too….." Gwen said and Peter placed his arm around her once more.

"I'm alright, I really am," Peter said and Gwen smiled.

"I know Pete, I know, but…..they said that you're clean….now I want to know what they're looking for," Gwen said and Peter once again racked his brain.

"It wasn't exactly that they were very forthcoming with information, and until they are, I'm grasping around the dark, trying to touch straws," Peter answered, as he bit down on his lip, and frowned.

The two were in Gwen's car and they were around to drive back home, making small talk as they went all the way.

* * *

Just like he had twenty years ago, Nick Fury found himself face to face with something that was unsettling. The eagle eyed Agent of SHIELD stared down what he had to look at, his eye burning forward and fiercely.

What was Peter Parker? What was Spider-Man? The answers of what happened to the Parkers died with them.

They had been knocked out by HYDRA, subjected to experiments. During the plane crash, there was only just enough of them to make a positive identification that was the Parkers, and that was about it.

HYDRA wasn't exactly forthcoming with information, especially given how the scientist that was in charge of the experiment decided to go under ground some time ago.

' _Just what are you, kid,'_ Fury thought, he was pretty sure that Norman Osborn was trying to determine the same thing.

And if Fury didn't have a countermeasure soon, Osborn could have an army of spider powered super soldiers that was at his beck and call. The problem was, capturing a sixteen year old was a lot easier than capturing someone like Osborn, who had security that the President of the United States would be envious of.

The Director of SHIELD thought about the rumors that nature would take Osborn within the next few months. There would be very few people who would be sad to see Osborn gone, and there would be a line of people as far as the eye could see that would line up for the express purpose of pissing on his grave.

That being said, that made Osborn a prime target to work with genetics, and other….well other elements, things that he shouldn't have had any comprehension over.

"Any luck?"

"No, none so far, it seems like the Parkers exist solely to give me a migraine," Fury said, and he had his science people break down the genetic structure of Parker, compare it to one of the spider scans he borrowed from OsCorp and a human.

There was nothing there and Fury knew by now when there was nothing, there was something. He would just have to dig deeper.

And in the meantime, he will have to keep a closer eye on Parker, and even though he had only one to spare, he would have to do this.

He could be a valuable asset or a horrifying liability.

**To Be Continued on June 18** **th** **2014.**

**Director's Notes:  
** http://webofchaos.blogspot.com/2014/06/side-effect-chapter-8-directors-notes.html


	9. Crossing Her Path Part One

Spider-Man felt the rush of the cool air going over his face. There was nothing really better to be honest. It was late at night and a few days had passed since the incident where he was kidnapped. Granted, that had really gone okay for the most part but still the web slinger hoped to get some things done and soon.

Once again, one of the windows were opened and Spider-Man frowned. The last time he ran into a situation like this, he was kidnapped.

"So, she's struck again, hasn't she?" Gwen asked and Peter nearly dropped down. He was going to ask for clarification but Gwen didn't have to give him any. "The cat burglar, she struck a few times recently…robbing the rich mostly. Each place she's knocked off belonged to New York's richest."

"So wait….the cat burgular….she's….."

"Yes, she, Peter, so stay focused this time," Gwen warned him, even though she was into some good old fashioned punished, this was not really the time or the place to be honest. The blonde checked something and reported. "The police haven't gotten a fix on this girl yet….so you're in luck."

"Oh, I feel lucky, really I do," Peter said, as he slipped inside, and there was a small spotlight in.

He touched the floor, she already did the job, disabling the burglar alarms. An intelligent thief, this was going to be really interesting. The web slinger kept himself through the shadows as he saw her, trying to remove the lock from a glass case. It at some priceless looking jewels in it, hell that rock was the size of a guy's head. He really couldn't believe it but at the same time…..well he wasn't going to go down that road any again if he could help him.

"You know, I don't think that those are for public consumption."

She was sort of hunched over and Peter didn't really see her until now. She turned around, her platinum blonde hair flipping down her face. Shimmering blue eyes shined at him, and a predatory smile. A black mask covered her face, along with a skin tight black cat suit that clung to pretty much every curve that she had.

"Well, Spider-Man, it's an honor," she commented towards him.

Peter shook his head, he would not get distracted by the sexy, he would not get distracted by the sexy.

Spider sense and he dodged a grapnel that was shot at him.

"Oh, you're quick….hopefully not too quick where it counts," she said with a saucy smile, and she tucked her head, doing a forward roll.

Spider-Man caught her by the ankle as she sprung into the air and whipped her down. She landed on her feet with grace.

"Not too bad, but no one like's a show off," Spider-Man said, and she gracefully flipped over onto his back.

She flicked something to the ground, but he dodged the attack with expert precision.

"Not really showing up, just trying to figure out a way to go head to head with you," the woman commented with a smile.

"So kitty cat….."

"Name's Black Cat actually, pleased to meet your acquitance, Spider-Man," she commented and she dodged his attack. "Oh, you should know that I don't try and go for bondage on the first date. But I'm flattered that the thought is there."

"Well, I'm sure you are but you've got to….."

"Do I need to know?" Black Cat asked as she turned around, allowing Spider-Man get a good view of her ass.

Quite the ass it was but he needed to stay focused, right before she tried to nail him with a nice roundhouse kick.

"Sorry spider, things are getting a bit too heated around here, even if I like the heat, a bit too much," the young woman said with a lustful purr to her tone and she knocked him backwards.

She tried to get out but Spider-Man latched a line of webbing to her foot, and brought her back down to the ground.

"Oh, you like to play, don't you?" she asked, and she could feel a rush of adrenaline hit her, that was nothing like anything that she felt before.

Felicia scratched his face, ripping at his mask. She wondered who was underneath the mask, but that would be peaking and that would be cheating.

"Oooh, cops, that's not good, and I know that your rep is about as bad as mine….but you're seen in broad daylight with a lot of them, aren't you?" Black Cat asked him with a smile on his face. "Catch you later, swinger…..maybe we'll spend more time together."

The doors were opened and Spider-Man followed her….although he didn't go really with her.

"So, she's going to be a slippery one," Gwen commented and Spider-Man was going to take one time around the city block to see if he could find her.

The Black Cat slipped off into the night and Spider-Man was left hanging….more literally than usual.

* * *

"A Black Cat has crossed my path, and she's….taken something that she shouldn't," a man in the shadows commented, as he saw the Black Cat. She did strike other people hard, but it was four buildings owned by him that she attacked and pilfered, breaking open the safe, and acquiring gold and diamonds.

If some costumed person made a laughing stock of him, then it was pretty much game over as far as the criminal underworld was concerned. He closed his fist, as he grunted angrily.

Wilson Fisk was the Kingpin of Crime and he did not like being made to look a fool of. That was for certain.

Spider-Man had been a problem but his crusade was one to fight crime. It was not to take valuable resources from Fisk. In some strange way, Wilson Fisk could appreciate that and accept that as well.

What the Black Cat was doing on the other hand, he could not accept and the fact was that it angered him.

His men had not been able to collect the bounty that he had put on her head. One billion dollars and there was not a man alive who could collect on that.

It hit the Kingpin immediately, there was not a man alive who could collect on that bounty. His men had been distracted by the feminine form of the Black Cat. Whoever she was, that didn't really matter. The fact was that she was making his men look foolish and he was about to go into the middle of a gang war, and he needed all of the resources that he could.

This Black Cat disrupting his plans could not be.

No man alive, the Kingpin knew where he was going and he cracked his knuckles, with an ugly scowl on it. He tapped his fingers against the intercom and scooped it up.

"Send her in, I have a job for her, one that she'll be paid handsomely for, if she brings me the cat's head on a plate," Kingpin said in his usual gruff demeanor. It might be a mistake to directly meet with an assassin but so far nothing had worked. He was going to go for a professional where his goons failed.

A soft knock on the door brought the Kingpin's gaze forward and the man himself smiled widely. "Enter."

She slunk into his office, dressed to kill, something that was quite literal with her profession. Dark black hair hung down towards her shoulders and killer dark eyes stared down across the Kingpin. Greek features gave her an exotic beauty. She was currently depressed in a tight pair of red pants and a tight top over her bust, which would turn more than a few heads.

Right before her sword lopped it off.

"You wished to see me, Mr. Fisk," she said in a calm voice.

"Yes, Elektra, please sit down," Kingpin said. "Our arrangement has been….quite beneficial in the past, wouldn't you agree?"

"Yes," Elektra agreed, she was paid well and that was really the best thing. Her lips curled into a smile, as excitement flashed through her eyes. "And now you wish for me to perform a task that your men….have failed."

"I wish for you to take care of this problem, because she's getting far closer to one of my operations that I don't want disrupted," Kingpin said. He was at a critical moment that he was not about to have what he was doing disrupted.

"Yes, I will do so, for the right price," Elektra said to him and the Kingpin of Crime gave her a crisp and knowing smile.

"Trust me when I say….the price is always right when you're working with the Kingpin," he said and he pushed the case in front of her. "This is the money that I've set aside for my men…but they have failed. Succeed, and you will be rewarded. Fail…..well I don't expect to see you back here any time soon."

"You need not worry, Mr. Fisk, I don't fail, especially with some little girl who is mascarading as a cat burglar," Elektra said, twirling the sai in her hand. She could stab a person as easily as one, two, three, if she chose to do so.

"I'm counting on you to do this….."

Elektra smiled, she was pleased that the Kingpin put so much faith on her that time, but she would not allow herself to fail. She prided herself on her success rate.

It was nothing personal, just strictly professional it was. And that's what the woman planned on doing, she was going to add the Black Cat as a notch on her belt.

* * *

"So, thank you Peter, thank you very much, I did it," Liz said as she threw her arms around his neck and she smiled at him. "I got it, passed Chemistry, with room to spare."

"I knew you had it in you," Peter told her and it was the truth, he wouldn't have had so much faith in Liz to do things if he didn't think for one second, that she could do it.

"It's all down to you….you know….."

"While I like praising Peter as much as the next person….that really isn't all him, that's on you, he just gave him the guidance," Gwen said and she stepped over, before whispering in Liz's ear. "And I'm sure the incentive program is…..sufficient enough to help you get going."

"Oh for sure….for sure," Liz said looking too pleased. She didn't want to make a public spectacle out of herself but she felt rather excited.

"Well if you need any more help….."

"It would be kind of stupid for me not to accept any more help from you," Liz said and she sighed. "I've got to go….the last thing I need is a tardy. My parents would kill me."

"Well we wouldn't want that to happen, because we really like to have you around," Peter replied to Liz and she smiled. "See you later."

"Oh, I know that I will, and I'll hold you to that promise," Liz said as she walked off.

"I'm pretty sure that Liz is hooked," Mary Jane said as she turned up at this moment, and the three made their way to their respective classes.

"Did you take a good long look in the mirror later, Miss Watson?" Peter asked her and Mary Jane flushed, but she managed to recover immediately.

"Well, yeah I'm hooked, but she has it bad, I mean….bad, bad, and she doesn't even know why," Mary Jane said and she looked around. "It's a good thing we're….keeping this discrete though…..you wouldn't get a moment of piece if all of the other girls in this school tried to get a piece of you."

"Well…..wait…..you think….."

"Yes, judging by a lot of these skanks, it might really not be the best idea in the world," Gwen said, putting her hands on the top of her head and sighing. "But I'm sure that there are a few girls that are worth adding."

"Like that Black Cat for instance," Mary Jane said, with a knowing smile and Gwen's eyes snapped up towards the redhead. She threw her head back and sighed.

"Maybe," Gwen said but her mind was still on the entire SHIELD fiasco that happened a few weeks ago. She did not need to worry about another morally ambiguous female in tight black leather trying to stir some things up. The blonde figured that she would piece this together rather soon enough.

"Do you even have an idea who she might be?" Peter asked and Gwen shook her head.

"I'm trying to find someone who has the proper motive, but….it could be any spoiled rich kid who is mad that Mommy and Daddy cut off her trust fund for all I know," Gwen said to both of them, and they parted ways. Gwen stopped at the top of the steps, going to the library for her free period. "I'll get back to you."

"She's still stressing about the entire shadow government agency thing, isn't she?" Mary Jane asked and Peter stopped. "Do you have a feeling that….well one of them could be watching you right now?"

"I wouldn't be surprised," Peter admitted, with a long sigh escaping from his lips and Mary Jane clutched the side of his arm, trying to remain fairly balanced. "Are you okay?"

"Long day, I'll see you later," Mary Jane said, stealing a kiss when she was sure that no one was looking.

That kiss lingered and Peter was left with more than a lot to think about. More than he should have been able to think about when he was up to gym class and needed his wits about him.

He dialed back his abilities a little bit, because he didn't need anyone putting two and two together, even though Gwen warned him in today's world of camera phones and everyone being too nosy for their own good, there would come a day where he'd have to worry about his identity being all over Facebook, YouTube, Twitter, and any other place on the Internet he could think of.

That being said, he would worry about that later, right now Peter had an idea that he could talk to someone and get some information. She would owe him after he pulled her out of the line of fire last time.

Plus as good as Gwen was, it didn't hurt to have some other people helping out.

Now, Peter turned to face the mountain that was dodgeball.

* * *

Betty Brant returned to her apartment, thinking about her next move. She wanted to take a long bath after a long day, but first she had to put the finishing touches on a story that she was working on about the bubbling tension in the New York city underworld.

It was a good story, an exciting story, the type of story that would likely get a person killed. That's why Betty tackled it with reckless abandon.

' _If I get in trouble, at least my last story will be my best one,'_ Betty thought, as she was nearly giddy with anticipation.

She turned around and saw someone standing there. This caught her completely off guard and her mouth opened. She managed to really spit out the obvious statement. "Spider-Man?"

"In the flesh," Spider-Man said to her and she stood up, trying to be as professional as she could.

"Well….this is a surprise," Betty said and she looked at him. "What if I wasn't decent?"

"Well….I caught you coming in on my way here, so I figured that you were," Spider-Man commented to her and Betty's mouth was hanging halfway open and she nodded up and down.

"Right, right, so….um….what can I do for you?" Betty asked as she sat down.

"I need to see if you've heard anything about the Black Cat," Spider-Man said and Betty looked rather hesistant. "I know someone like you, you're bound to hear things coming through the Bugle grapevine so….."

"Right you got me, she's been the talk of the town, almost as much as you have," Betty said, managing to recover correctly. Her arms crossed over chest. "But there are a lot of rumors on what she is, who she is…..but it's just speculation. It's just like someone says that she might have some bad luck powers."

"Bad luck powers?" Spider-Man muttered, corking his eyebrow as he crossed his arms together and she looked at him.

"Well you know that there are a lot of weird things happening," Betty said, folding her hands over her lap. "But….she's after the Kingpin, that's for sure."

Spider-Man had a lot of questions but she had a few answers for him.

"The Kingpin….he's one of the biggest crime lords in New York, no one really knows who he is….well no one who is willing to open their mouth and talk about him," Betty said, as she gained a fair amount of stride as she talked about him. "He sent the old boss, Silvermane, up the river….and there's a rumor that Silvermane is back and he is pretty much out for revenge."

"Is he, now?" Spider-Man asked her and Betty nodded eagerly, crossing her arms.

"Yes…..but there's a rumor that Silvermane might have unleashed this Black Cat on the Kingpin…..and there are rumors that she might have been the illegitmate daughter of whoever he is."

"Well, that sounds like a soap opera."

Betty smiled and breathed. "No kidding….but the crime family dynamic in New York, it's really….well you know."

"Yes, I really have an idea so back to the Black Cat….."

"The only thing that we're really can be sure about was that she has a grudge against the Kingpin and there's a hit out on her head," Betty Brant said and she decided to present a theory that she had in mind. "So…..I wonder if she knows who the Kingpin is in his real life."

' _That does make a lot of sense,'_ Spider-Man thought.

"So, she found out way too much, and she's also playing games with him, stealing from him," Spider-Man commented and he thought about it. "I wonder if she realizes if it's a game or not."

"Well, if she realizes and if she cares, that's really two different things," Betty commented thoughtfully and the web slinger looked back at her. "But….what about you….going out there against some of the most dangerous people in the city, people that can flatten you without a second thought."

"Are you trying to say that I'm not able to handle myself out there?" Spider-Man asked her and Betty looked rather flushed, shaking her head.

"No but….I just wanted to know, what makes you tick…"

"Just helping people out there, who can't help themselves," Spider-Man said and he looked outside.

"You're not going to duck and run, are you?" Betty asked as she got to her feet. He saw a hint of her cleavage with her jacket undone. She did not realize what she was doing but there were a few pheromones that were flying through the air.

"No, not duck and run but…..I really have a job to do….but when I'm done…..I'll give you the interview that you want…."

"A one on one interview with Spider-Man…..I'm going to hold you to that promise, and I hope that I won't scare you away when I say this, but I'm not going to pull any punches," Betty said to him and she shook her head. "Here's everything I have on the Kingpin, maybe that will help you figure out the Black Cat's next move."

"Thanks, I'll see you later."

Betty threw her head up and was about ready to say something but Spider-Man was gone.

* * *

The Black Cat had the pass code that she bought from one of the Kingpin's subordinates. The good thing about a thug is they would do anything for a bit of money.

"Okay, let's see what's behind door number one," Black Cat commented and there were a few glops of webbing that shot over the keypad. "Well….it's a good thing that you didn't get any of that in my hair….I hate it when a guy does that."

"Good thing I didn't, did I?" Spider-Man asked as he stood face to face with the Black Cat. The woman stared him down and motioned for him to go forward.

"Last time we did this, it didn't end up too well for you," Black Cat said, as she rushed forward, but Spider-Man dodged her attack. The web slinger flew over her head, and tried to web her up. "Again with the bondage, you're so predictable…."

A glop of webbing was shot in her face and Black Cat grimaced. She managed to pull it off of her face, and she pulled herself up to the top of the pipes.

Her legs wrapped around his head and she rocked back, pushing him against the wall.

"Well that was a forward move," Spider-Man commented but he suddenly was wrapped up in some ropes.

"Sorry to leave you hanging Spider but…."

Two exploding ninja stars impacted into the stone wall and there was an explosion. The dust and the smoke caused the Black Cat to bend over and she started to cough a little bit, her eyes watering.

Elektra dropped down to face the Black Cat, and she rushed forward with a Sai. The Black Cat's agility only just allowed her to dodge the Sai before it parted her hair in a literal and figurative way.

"Damn, the Kingpin's pet assassin," Black Cat said and Elektra grabbed her around the throat, slamming her against the wall.

Spider-Man managed to free his arm and untangle himself, just in time to nearly get his head lost taken off.

"I'm not after you, leave," Elektra said as she was annoyed that Spider-Man was there. He was an unfortunate distraction to be honest.

Black Cat jumped on the back of Elektra, she was not as skilled in a fight, but she was just going to have to fight dirty. Her fingernails dug into Elektra's face but Elektra flung her down to the ground.

Spider-Man tried to web her up but she did a forward roll.

"Okay just….."

"I told you to leave," Elektra said, grabbing Spider-Man around the head and throwing him halfway across the room.

Black Cat tried to nail Elektra in the face but Elektra blocked it and jabbed her in the ribs, dropping her to the ground. Her Sai clung onto the slit of the Black Cat's outfit, and then it tore it just a little bit.

Spider-Man watched, his mouth hanging halfway open in awe, and suddenly, Black Cat pulled herself away. She didn't really care that she was hanging halfway out of her outfit and she was about ready to give as good as she took.

Elektra's outfit was ripped as well and Spider-Man watched, once again his mouth hanging open in abject shock. She was exposed before him.

He wondered the implications about webbing the half-naked women, but he had to do something, before they killed each other.

Spider-Man shot his webbing at both Elektra and Black Cat. Both of them dodged it and his heart kept pumping up.

"Get….away," Elektra said as she felt sensations go through her body. She tried to focus, knowing that the Black Cat would attack her, and she had about one billion reasons why she should take her enemy down.

"You know, I shouldn't get away because you're….trying….to kill someone," Spider-Man said, as he could see that there was parts of Elektra that were exposed before him and he was having a devil of a time trying to focus. He could feel himself getting stiff and it was hard.

His pheromones also were hard to hold back because the adrenaline was pumping and he was in a fight with two hot, semi-naked woman.

"You know, if you're here….you might as well do something useful," Elektra said and she pinned Spider-Man against the wall, her attack pressing her body against his, as she tore at his costume. "And you better do well at it, or I'll fucking killing you after I finish."

Her hand clenched him and Spider-Man wondered…..at this point he thought that he would just go with it.

* * *

Elektra wrapped her hand around Spider-Man's tool and got it harder. She was pleased with how much it grew in her hand.

The Black Cat stopped and stared, this would be the perfect time to jump in and try and do something to take out Elektra, but she just couldn't. Elektra's dripping slit was exposed after her costume was ripped.

' _Well, he's full of surprises,'_ Black Cat thought as she licked her lips.

Peter could not believe this was happening. Was he going to question it? Absolutely not. This hot Greek assassin rubbed her dripping slit all over him, causing his hardness to brush over her. His eyes closed and she pushed onto him, wrapping him up in her sheath of hot flesh.

"Oh….my…..god," Peter groaned as she wrapped into her.

She had Peter's hand's pinned and she seemed to be using him as a method to get herself off. Her nipples were hard and one of her breasts were falling out.

The Black Cat looked, she thought about…..well she thought about using this little distraction as a means to get away, but she just couldn't. Her hand pressed over her pussy, as she rubbed her lips. She was getting more hot and bothered as time passed.

"Oooh," Black Cat purred, as she could see Spider-Man's penis pumping in and out of the hot assassin's thighs.

"Yes, you're good, deeper, deeper, and I won't kill you," Elektra whispered, biting down on his neck for encouragement.

"With an incentive like that…..how can I….turn that down," Spider-Man grunted, as he matched her thrust for thrust. Their loins rubbed together.

The Black Cat removed one of her gloves, so she could feel the inside of her. She never got this wet. She wished that she would have packed along one of her toys, but she never thought that she would see the assassin who tried to kill her fuck the hero who tried to apprehend her.

"Yes, suck my breasts, worship them," Elektra demanded, as Spider-Man's mask was pulled halfway up but not in a way that it would reveal his identity. That would ruin the mystique of who he was.

Peter's mouth snaked around her nipple and he continued to lick and suckle her. Elektra threw her head back with a lustful moan, her eyes burning with pleasure, with Peter continuing to turn on the pleasure.

"Oh yes, oh yes," Elektra panted, with Peter once again working her over. He pumped his way into the depths of her body and she worked back against him, creating the most delightful friction that one could imagine. Her hot walls clenched his massive prick as she continued to work him over.

"How do you want it?" Peter asked her and Elektra smiled, as he grabbed onto her hips.

The Black Cat once again was spell bound as now the tables had been turned. Spider-Man now had her against the wall and was pounding away at Elektra. The dangerous assassin had been reduced to a sex starved woman and Black Cat could feel some kind of Pheremones. Her costume was torn half off, and hanging from her body. Her pussy soaked the chair that she sat on.

She knew that she would leave, but she could not turn away from this sex show. It drove her completely mad and she kept rubbing her nether lips, furiously trying to bring herself to some kind of climax.

Elektra groaned as Spider-Man thrust deeper into her. Who was under the mask? That didn't matter at the moment, as he was there to satisfy some itches. He bit down on her neck and she responded by soaking his cock, causing him to push further into her canal.

She had been fixed, so she didn't….well she didn't have no fear of the consequences. The woman panted once more.

Peter was amazed at her sex drive and wondered when the last time she got any. Not that he was about to ask the hot Greek Assassin who had a dagger lying about six inches away from her. The last thing he wanted was to lose his bits after she was satisified.

Elektra's orgasms got even more intense and she felt him ravish her breasts. This combination of sensations drove her completely nuts and he continued to pump his way into her body, exploring her womanly depths.

"Oooooh, fuck, harder, harder."

"Yes, harder, I don't want her to…..walk out of here," Black Cat groaned, as she fingered herself up and down, once again imagining him inside her. "Finish her and….do me….oh….I need you Spider-Man….I need you."

Black Cat did not worry about security cameras picking up anything because she disabled those

"Well…..in a minute," Spider-Man grunted, twitching at the thought of the Black Cat, but he had to focus. Elektra wrapped her arms around him once more and the web slinger continued to ram her into the wall.

Her cunt clenched him and she whined, about ready to lose her mind. His hard prick slammed into her a few times, his balls tightening as he wrapped his hands around her breasts.

"Getting closer," Spider-Man whispered.

Elektra's body heated up at the thought of that. Her mind….well her mind was really going to places….and she could not….she wouldn't.

"Do it," Black Cat said as she rubbed herself silly, and the sounds that she made her delightful.

Elektra hung onto Spider-Man's neck, her back arched. A part of her could not believe that she did this but another part of her….honestly didn't care. All that mattered was that he was inside her and she loved it….oh god did she love it, every last minute of it. He buried into her deeper, harder, faster.

"Inside me, don't pull out, don't you dare pull out, or you'll lose it," Elektra said and Spider-Man held onto her harder.

Eventually he reached the edge and she saw stars, as he injected his essence into her. It made her less hostile that was for sure, as she felt him spray himself into her.

Black Cat was ready but then….she heard the sounds of the sirens.

* * *

"Perfect fucking timing," Black Cat grumbled, she was left hanging, horny, and frustrated.

Elektra groaned and Spider-Man was frustrated, managing to pull his costume together. It was not completely damaged, but it was going to be an adventure to get back home.

The three half dressed individuals just barely managed to escape as the boys in blue came.

**To Be Continued on 6/25/2014.**

**Director's Notes:**

Spider-Man felt the rush of the cool air going over his face. There was nothing really better to be honest. It was late at night and a few days had passed since the incident where he was kidnapped. Granted, that had really gone okay for the most part but still the web slinger hoped to get some things done and soon.

Once again, one of the windows were opened and Spider-Man frowned. The last time he ran into a situation like this, he was kidnapped.

"So, she's struck again, hasn't she?" Gwen asked and Peter nearly dropped down. He was going to ask for clarification but Gwen didn't have to give him any. "The cat burglar, she struck a few times recently…robbing the rich mostly. Each place she's knocked off belonged to New York's richest."

"So wait….the cat burgular….she's….."

"Yes, she, Peter, so stay focused this time," Gwen warned him, even though she was into some good old fashioned punished, this was not really the time or the place to be honest. The blonde checked something and reported. "The police haven't gotten a fix on this girl yet….so you're in luck."

"Oh, I feel lucky, really I do," Peter said, as he slipped inside, and there was a small spotlight in.

He touched the floor, she already did the job, disabling the burglar alarms. An intelligent thief, this was going to be really interesting. The web slinger kept himself through the shadows as he saw her, trying to remove the lock from a glass case. It at some priceless looking jewels in it, hell that rock was the size of a guy's head. He really couldn't believe it but at the same time…..well he wasn't going to go down that road any again if he could help him.

"You know, I don't think that those are for public consumption."

She was sort of hunched over and Peter didn't really see her until now. She turned around, her platinum blonde hair flipping down her face. Shimmering blue eyes shined at him, and a predatory smile. A black mask covered her face, along with a skin tight black cat suit that clung to pretty much every curve that she had.

"Well, Spider-Man, it's an honor," she commented towards him.

Peter shook his head, he would not get distracted by the sexy, he would not get distracted by the sexy.

Spider sense and he dodged a grapnel that was shot at him.

"Oh, you're quick….hopefully not too quick where it counts," she said with a saucy smile, and she tucked her head, doing a forward roll.

Spider-Man caught her by the ankle as she sprung into the air and whipped her down. She landed on her feet with grace.

"Not too bad, but no one like's a show off," Spider-Man said, and she gracefully flipped over onto his back.

She flicked something to the ground, but he dodged the attack with expert precision.

"Not really showing up, just trying to figure out a way to go head to head with you," the woman commented with a smile.

"So kitty cat….."

"Name's Black Cat actually, pleased to meet your acquitance, Spider-Man," she commented and she dodged his attack. "Oh, you should know that I don't try and go for bondage on the first date. But I'm flattered that the thought is there."

"Well, I'm sure you are but you've got to….."

"Do I need to know?" Black Cat asked as she turned around, allowing Spider-Man get a good view of her ass.

Quite the ass it was but he needed to stay focused, right before she tried to nail him with a nice roundhouse kick.

"Sorry spider, things are getting a bit too heated around here, even if I like the heat, a bit too much," the young woman said with a lustful purr to her tone and she knocked him backwards.

She tried to get out but Spider-Man latched a line of webbing to her foot, and brought her back down to the ground.

"Oh, you like to play, don't you?" she asked, and she could feel a rush of adrenaline hit her, that was nothing like anything that she felt before.

Felicia scratched his face, ripping at his mask. She wondered who was underneath the mask, but that would be peaking and that would be cheating.

"Oooh, cops, that's not good, and I know that your rep is about as bad as mine….but you're seen in broad daylight with a lot of them, aren't you?" Black Cat asked him with a smile on his face. "Catch you later, swinger…..maybe we'll spend more time together."

The doors were opened and Spider-Man followed her….although he didn't go really with her.

"So, she's going to be a slippery one," Gwen commented and Spider-Man was going to take one time around the city block to see if he could find her.

The Black Cat slipped off into the night and Spider-Man was left hanging….more literally than usual.

* * *

"A Black Cat has crossed my path, and she's….taken something that she shouldn't," a man in the shadows commented, as he saw the Black Cat. She did strike other people hard, but it was four buildings owned by him that she attacked and pilfered, breaking open the safe, and acquiring gold and diamonds.

If some costumed person made a laughing stock of him, then it was pretty much game over as far as the criminal underworld was concerned. He closed his fist, as he grunted angrily.

Wilson Fisk was the Kingpin of Crime and he did not like being made to look a fool of. That was for certain.

Spider-Man had been a problem but his crusade was one to fight crime. It was not to take valuable resources from Fisk. In some strange way, Wilson Fisk could appreciate that and accept that as well.

What the Black Cat was doing on the other hand, he could not accept and the fact was that it angered him.

His men had not been able to collect the bounty that he had put on her head. One billion dollars and there was not a man alive who could collect on that.

It hit the Kingpin immediately, there was not a man alive who could collect on that bounty. His men had been distracted by the feminine form of the Black Cat. Whoever she was, that didn't really matter. The fact was that she was making his men look foolish and he was about to go into the middle of a gang war, and he needed all of the resources that he could.

This Black Cat disrupting his plans could not be.

No man alive, the Kingpin knew where he was going and he cracked his knuckles, with an ugly scowl on it. He tapped his fingers against the intercom and scooped it up.

"Send her in, I have a job for her, one that she'll be paid handsomely for, if she brings me the cat's head on a plate," Kingpin said in his usual gruff demeanor. It might be a mistake to directly meet with an assassin but so far nothing had worked. He was going to go for a professional where his goons failed.

A soft knock on the door brought the Kingpin's gaze forward and the man himself smiled widely. "Enter."

She slunk into his office, dressed to kill, something that was quite literal with her profession. Dark black hair hung down towards her shoulders and killer dark eyes stared down across the Kingpin. Greek features gave her an exotic beauty. She was currently depressed in a tight pair of red pants and a tight top over her bust, which would turn more than a few heads.

Right before her sword lopped it off.

"You wished to see me, Mr. Fisk," she said in a calm voice.

"Yes, Elektra, please sit down," Kingpin said. "Our arrangement has been….quite beneficial in the past, wouldn't you agree?"

"Yes," Elektra agreed, she was paid well and that was really the best thing. Her lips curled into a smile, as excitement flashed through her eyes. "And now you wish for me to perform a task that your men….have failed."

"I wish for you to take care of this problem, because she's getting far closer to one of my operations that I don't want disrupted," Kingpin said. He was at a critical moment that he was not about to have what he was doing disrupted.

"Yes, I will do so, for the right price," Elektra said to him and the Kingpin of Crime gave her a crisp and knowing smile.

"Trust me when I say….the price is always right when you're working with the Kingpin," he said and he pushed the case in front of her. "This is the money that I've set aside for my men…but they have failed. Succeed, and you will be rewarded. Fail…..well I don't expect to see you back here any time soon."

"You need not worry, Mr. Fisk, I don't fail, especially with some little girl who is mascarading as a cat burglar," Elektra said, twirling the sai in her hand. She could stab a person as easily as one, two, three, if she chose to do so.

"I'm counting on you to do this….."

Elektra smiled, she was pleased that the Kingpin put so much faith on her that time, but she would not allow herself to fail. She prided herself on her success rate.

It was nothing personal, just strictly professional it was. And that's what the woman planned on doing, she was going to add the Black Cat as a notch on her belt.

* * *

"So, thank you Peter, thank you very much, I did it," Liz said as she threw her arms around his neck and she smiled at him. "I got it, passed Chemistry, with room to spare."

"I knew you had it in you," Peter told her and it was the truth, he wouldn't have had so much faith in Liz to do things if he didn't think for one second, that she could do it.

"It's all down to you….you know….."

"While I like praising Peter as much as the next person….that really isn't all him, that's on you, he just gave him the guidance," Gwen said and she stepped over, before whispering in Liz's ear. "And I'm sure the incentive program is…..sufficient enough to help you get going."

"Oh for sure….for sure," Liz said looking too pleased. She didn't want to make a public spectacle out of herself but she felt rather excited.

"Well if you need any more help….."

"It would be kind of stupid for me not to accept any more help from you," Liz said and she sighed. "I've got to go….the last thing I need is a tardy. My parents would kill me."

"Well we wouldn't want that to happen, because we really like to have you around," Peter replied to Liz and she smiled. "See you later."

"Oh, I know that I will, and I'll hold you to that promise," Liz said as she walked off.

"I'm pretty sure that Liz is hooked," Mary Jane said as she turned up at this moment, and the three made their way to their respective classes.

"Did you take a good long look in the mirror later, Miss Watson?" Peter asked her and Mary Jane flushed, but she managed to recover immediately.

"Well, yeah I'm hooked, but she has it bad, I mean….bad, bad, and she doesn't even know why," Mary Jane said and she looked around. "It's a good thing we're….keeping this discrete though…..you wouldn't get a moment of piece if all of the other girls in this school tried to get a piece of you."

"Well…..wait…..you think….."

"Yes, judging by a lot of these skanks, it might really not be the best idea in the world," Gwen said, putting her hands on the top of her head and sighing. "But I'm sure that there are a few girls that are worth adding."

"Like that Black Cat for instance," Mary Jane said, with a knowing smile and Gwen's eyes snapped up towards the redhead. She threw her head back and sighed.

"Maybe," Gwen said but her mind was still on the entire SHIELD fiasco that happened a few weeks ago. She did not need to worry about another morally ambiguous female in tight black leather trying to stir some things up. The blonde figured that she would piece this together rather soon enough.

"Do you even have an idea who she might be?" Peter asked and Gwen shook her head.

"I'm trying to find someone who has the proper motive, but….it could be any spoiled rich kid who is mad that Mommy and Daddy cut off her trust fund for all I know," Gwen said to both of them, and they parted ways. Gwen stopped at the top of the steps, going to the library for her free period. "I'll get back to you."

"She's still stressing about the entire shadow government agency thing, isn't she?" Mary Jane asked and Peter stopped. "Do you have a feeling that….well one of them could be watching you right now?"

"I wouldn't be surprised," Peter admitted, with a long sigh escaping from his lips and Mary Jane clutched the side of his arm, trying to remain fairly balanced. "Are you okay?"

"Long day, I'll see you later," Mary Jane said, stealing a kiss when she was sure that no one was looking.

That kiss lingered and Peter was left with more than a lot to think about. More than he should have been able to think about when he was up to gym class and needed his wits about him.

He dialed back his abilities a little bit, because he didn't need anyone putting two and two together, even though Gwen warned him in today's world of camera phones and everyone being too nosy for their own good, there would come a day where he'd have to worry about his identity being all over Facebook, YouTube, Twitter, and any other place on the Internet he could think of.

That being said, he would worry about that later, right now Peter had an idea that he could talk to someone and get some information. She would owe him after he pulled her out of the line of fire last time.

Plus as good as Gwen was, it didn't hurt to have some other people helping out.

Now, Peter turned to face the mountain that was dodgeball.

* * *

Betty Brant returned to her apartment, thinking about her next move. She wanted to take a long bath after a long day, but first she had to put the finishing touches on a story that she was working on about the bubbling tension in the New York city underworld.

It was a good story, an exciting story, the type of story that would likely get a person killed. That's why Betty tackled it with reckless abandon.

' _If I get in trouble, at least my last story will be my best one,'_ Betty thought, as she was nearly giddy with anticipation.

She turned around and saw someone standing there. This caught her completely off guard and her mouth opened. She managed to really spit out the obvious statement. "Spider-Man?"

"In the flesh," Spider-Man said to her and she stood up, trying to be as professional as she could.

"Well….this is a surprise," Betty said and she looked at him. "What if I wasn't decent?"

"Well….I caught you coming in on my way here, so I figured that you were," Spider-Man commented to her and Betty's mouth was hanging halfway open and she nodded up and down.

"Right, right, so….um….what can I do for you?" Betty asked as she sat down.

"I need to see if you've heard anything about the Black Cat," Spider-Man said and Betty looked rather hesistant. "I know someone like you, you're bound to hear things coming through the Bugle grapevine so….."

"Right you got me, she's been the talk of the town, almost as much as you have," Betty said, managing to recover correctly. Her arms crossed over chest. "But there are a lot of rumors on what she is, who she is…..but it's just speculation. It's just like someone says that she might have some bad luck powers."

"Bad luck powers?" Spider-Man muttered, corking his eyebrow as he crossed his arms together and she looked at him.

"Well you know that there are a lot of weird things happening," Betty said, folding her hands over her lap. "But….she's after the Kingpin, that's for sure."

Spider-Man had a lot of questions but she had a few answers for him.

"The Kingpin….he's one of the biggest crime lords in New York, no one really knows who he is….well no one who is willing to open their mouth and talk about him," Betty said, as she gained a fair amount of stride as she talked about him. "He sent the old boss, Silvermane, up the river….and there's a rumor that Silvermane is back and he is pretty much out for revenge."

"Is he, now?" Spider-Man asked her and Betty nodded eagerly, crossing her arms.

"Yes…..but there's a rumor that Silvermane might have unleashed this Black Cat on the Kingpin…..and there are rumors that she might have been the illegitmate daughter of whoever he is."

"Well, that sounds like a soap opera."

Betty smiled and breathed. "No kidding….but the crime family dynamic in New York, it's really….well you know."

"Yes, I really have an idea so back to the Black Cat….."

"The only thing that we're really can be sure about was that she has a grudge against the Kingpin and there's a hit out on her head," Betty Brant said and she decided to present a theory that she had in mind. "So…..I wonder if she knows who the Kingpin is in his real life."

' _That does make a lot of sense,'_ Spider-Man thought.

"So, she found out way too much, and she's also playing games with him, stealing from him," Spider-Man commented and he thought about it. "I wonder if she realizes if it's a game or not."

"Well, if she realizes and if she cares, that's really two different things," Betty commented thoughtfully and the web slinger looked back at her. "But….what about you….going out there against some of the most dangerous people in the city, people that can flatten you without a second thought."

"Are you trying to say that I'm not able to handle myself out there?" Spider-Man asked her and Betty looked rather flushed, shaking her head.

"No but….I just wanted to know, what makes you tick…"

"Just helping people out there, who can't help themselves," Spider-Man said and he looked outside.

"You're not going to duck and run, are you?" Betty asked as she got to her feet. He saw a hint of her cleavage with her jacket undone. She did not realize what she was doing but there were a few pheromones that were flying through the air.

"No, not duck and run but…..I really have a job to do….but when I'm done…..I'll give you the interview that you want…."

"A one on one interview with Spider-Man…..I'm going to hold you to that promise, and I hope that I won't scare you away when I say this, but I'm not going to pull any punches," Betty said to him and she shook her head. "Here's everything I have on the Kingpin, maybe that will help you figure out the Black Cat's next move."

"Thanks, I'll see you later."

Betty threw her head up and was about ready to say something but Spider-Man was gone.

* * *

The Black Cat had the pass code that she bought from one of the Kingpin's subordinates. The good thing about a thug is they would do anything for a bit of money.

"Okay, let's see what's behind door number one," Black Cat commented and there were a few glops of webbing that shot over the keypad. "Well….it's a good thing that you didn't get any of that in my hair….I hate it when a guy does that."

"Good thing I didn't, did I?" Spider-Man asked as he stood face to face with the Black Cat. The woman stared him down and motioned for him to go forward.

"Last time we did this, it didn't end up too well for you," Black Cat said, as she rushed forward, but Spider-Man dodged her attack. The web slinger flew over her head, and tried to web her up. "Again with the bondage, you're so predictable…."

A glop of webbing was shot in her face and Black Cat grimaced. She managed to pull it off of her face, and she pulled herself up to the top of the pipes.

Her legs wrapped around his head and she rocked back, pushing him against the wall.

"Well that was a forward move," Spider-Man commented but he suddenly was wrapped up in some ropes.

"Sorry to leave you hanging Spider but…."

Two exploding ninja stars impacted into the stone wall and there was an explosion. The dust and the smoke caused the Black Cat to bend over and she started to cough a little bit, her eyes watering.

Elektra dropped down to face the Black Cat, and she rushed forward with a Sai. The Black Cat's agility only just allowed her to dodge the Sai before it parted her hair in a literal and figurative way.

"Damn, the Kingpin's pet assassin," Black Cat said and Elektra grabbed her around the throat, slamming her against the wall.

Spider-Man managed to free his arm and untangle himself, just in time to nearly get his head lost taken off.

"I'm not after you, leave," Elektra said as she was annoyed that Spider-Man was there. He was an unfortunate distraction to be honest.

Black Cat jumped on the back of Elektra, she was not as skilled in a fight, but she was just going to have to fight dirty. Her fingernails dug into Elektra's face but Elektra flung her down to the ground.

Spider-Man tried to web her up but she did a forward roll.

"Okay just….."

"I told you to leave," Elektra said, grabbing Spider-Man around the head and throwing him halfway across the room.

Black Cat tried to nail Elektra in the face but Elektra blocked it and jabbed her in the ribs, dropping her to the ground. Her Sai clung onto the slit of the Black Cat's outfit, and then it tore it just a little bit.

Spider-Man watched, his mouth hanging halfway open in awe, and suddenly, Black Cat pulled herself away. She didn't really care that she was hanging halfway out of her outfit and she was about ready to give as good as she took.

Elektra's outfit was ripped as well and Spider-Man watched, once again his mouth hanging open in abject shock. She was exposed before him.

He wondered the implications about webbing the half-naked women, but he had to do something, before they killed each other.

Spider-Man shot his webbing at both Elektra and Black Cat. Both of them dodged it and his heart kept pumping up.

"Get….away," Elektra said as she felt sensations go through her body. She tried to focus, knowing that the Black Cat would attack her, and she had about one billion reasons why she should take her enemy down.

"You know, I shouldn't get away because you're….trying….to kill someone," Spider-Man said, as he could see that there was parts of Elektra that were exposed before him and he was having a devil of a time trying to focus. He could feel himself getting stiff and it was hard.

His pheromones also were hard to hold back because the adrenaline was pumping and he was in a fight with two hot, semi-naked woman.

"You know, if you're here….you might as well do something useful," Elektra said and she pinned Spider-Man against the wall, her attack pressing her body against his, as she tore at his costume. "And you better do well at it, or I'll fucking killing you after I finish."

Her hand clenched him and Spider-Man wondered…..at this point he thought that he would just go with it.

* * *

Elektra wrapped her hand around Spider-Man's tool and got it harder. She was pleased with how much it grew in her hand.

The Black Cat stopped and stared, this would be the perfect time to jump in and try and do something to take out Elektra, but she just couldn't. Elektra's dripping slit was exposed after her costume was ripped.

' _Well, he's full of surprises,'_ Black Cat thought as she licked her lips.

Peter could not believe this was happening. Was he going to question it? Absolutely not. This hot Greek assassin rubbed her dripping slit all over him, causing his hardness to brush over her. His eyes closed and she pushed onto him, wrapping him up in her sheath of hot flesh.

"Oh….my…..god," Peter groaned as she wrapped into her.

She had Peter's hand's pinned and she seemed to be using him as a method to get herself off. Her nipples were hard and one of her breasts were falling out.

The Black Cat looked, she thought about…..well she thought about using this little distraction as a means to get away, but she just couldn't. Her hand pressed over her pussy, as she rubbed her lips. She was getting more hot and bothered as time passed.

"Oooh," Black Cat purred, as she could see Spider-Man's penis pumping in and out of the hot assassin's thighs.

"Yes, you're good, deeper, deeper, and I won't kill you," Elektra whispered, biting down on his neck for encouragement.

"With an incentive like that…..how can I….turn that down," Spider-Man grunted, as he matched her thrust for thrust. Their loins rubbed together.

The Black Cat removed one of her gloves, so she could feel the inside of her. She never got this wet. She wished that she would have packed along one of her toys, but she never thought that she would see the assassin who tried to kill her fuck the hero who tried to apprehend her.

"Yes, suck my breasts, worship them," Elektra demanded, as Spider-Man's mask was pulled halfway up but not in a way that it would reveal his identity. That would ruin the mystique of who he was.

Peter's mouth snaked around her nipple and he continued to lick and suckle her. Elektra threw her head back with a lustful moan, her eyes burning with pleasure, with Peter continuing to turn on the pleasure.

"Oh yes, oh yes," Elektra panted, with Peter once again working her over. He pumped his way into the depths of her body and she worked back against him, creating the most delightful friction that one could imagine. Her hot walls clenched his massive prick as she continued to work him over.

"How do you want it?" Peter asked her and Elektra smiled, as he grabbed onto her hips.

The Black Cat once again was spell bound as now the tables had been turned. Spider-Man now had her against the wall and was pounding away at Elektra. The dangerous assassin had been reduced to a sex starved woman and Black Cat could feel some kind of Pheremones. Her costume was torn half off, and hanging from her body. Her pussy soaked the chair that she sat on.

She knew that she would leave, but she could not turn away from this sex show. It drove her completely mad and she kept rubbing her nether lips, furiously trying to bring herself to some kind of climax.

Elektra groaned as Spider-Man thrust deeper into her. Who was under the mask? That didn't matter at the moment, as he was there to satisfy some itches. He bit down on her neck and she responded by soaking his cock, causing him to push further into her canal.

She had been fixed, so she didn't….well she didn't have no fear of the consequences. The woman panted once more.

Peter was amazed at her sex drive and wondered when the last time she got any. Not that he was about to ask the hot Greek Assassin who had a dagger lying about six inches away from her. The last thing he wanted was to lose his bits after she was satisified.

Elektra's orgasms got even more intense and she felt him ravish her breasts. This combination of sensations drove her completely nuts and he continued to pump his way into her body, exploring her womanly depths.

"Oooooh, fuck, harder, harder."

"Yes, harder, I don't want her to…..walk out of here," Black Cat groaned, as she fingered herself up and down, once again imagining him inside her. "Finish her and….do me….oh….I need you Spider-Man….I need you."

Black Cat did not worry about security cameras picking up anything because she disabled those

"Well…..in a minute," Spider-Man grunted, twitching at the thought of the Black Cat, but he had to focus. Elektra wrapped her arms around him once more and the web slinger continued to ram her into the wall.

Her cunt clenched him and she whined, about ready to lose her mind. His hard prick slammed into her a few times, his balls tightening as he wrapped his hands around her breasts.

"Getting closer," Spider-Man whispered.

Elektra's body heated up at the thought of that. Her mind….well her mind was really going to places….and she could not….she wouldn't.

"Do it," Black Cat said as she rubbed herself silly, and the sounds that she made her delightful.

Elektra hung onto Spider-Man's neck, her back arched. A part of her could not believe that she did this but another part of her….honestly didn't care. All that mattered was that he was inside her and she loved it….oh god did she love it, every last minute of it. He buried into her deeper, harder, faster.

"Inside me, don't pull out, don't you dare pull out, or you'll lose it," Elektra said and Spider-Man held onto her harder.

Eventually he reached the edge and she saw stars, as he injected his essence into her. It made her less hostile that was for sure, as she felt him spray himself into her.

Black Cat was ready but then….she heard the sounds of the sirens.

* * *

"Perfect fucking timing," Black Cat grumbled, she was left hanging, horny, and frustrated.

Elektra groaned and Spider-Man was frustrated, managing to pull his costume together. It was not completely damaged, but it was going to be an adventure to get back home.

The three half dressed individuals just barely managed to escape as the boys in blue came.

**To Be Continued on 6/25/2014.**

**Director's Notes: http://webofchaos.blogspot.com/2014/06/side-effect-9-directors-notes.html  
**

**  
**


	10. Crossing Her Path Part Two

_So as I said, the lemons have been removed from this version, because people are too uptight and we can't have nice things. You can view them at my other profile at Archive of My Own where the full version is. Anyway enjoy._

* * *

Spider-Man shook his head, as fun as that was, he had other things to do and he had to track down the person that was behind this.

The Black Cat was what she was, that being a thief, a cat burglar. She wasn't a dangerous criminal, although she could pack a punch. That kitty does have some claws, for lack of a better term.

The web slinger sighed, as he went to the other part. He had gotten up close and personal with Elektra, who disappeared from the area. Someone like that though, she wouldn't be gone for too long.

Both women were gone in fact and the police was here. He was only mildly amused that they would run into a sticky situation. But his pheromones kicked in, in a big way. Why did they do that? That would be something to figure out later on.

Right now, the web slinger had a far bigger problem to deal with, and there was no one bigger than the Kingpin. According to Betty, he was the crime lord to end all crime lords. He was the boss of bosses so to speak.

' _Tracking him down….that's going to be tough….although maybe not….'_ Spider-Man thought, as he saw a device that Elektra dropped in her haste to leave. The police were moving around the area of the crime. It could be a vital clue that could point him in the right direction.

There was just one problem, he needed to grab onto it, before the police caught him. That was easier said than done. The web slinger swung from one side or the other.

He moved closer into the shadows, and he could see Captain Stacy talking to his officers in a low hushed voice.

"Make sure to look out for anyone….Spider-Man was sighted around here….."

' _I wonder how much they saw,'_ Spider-Man thought, managing to use his webbing to fix the parts of the costume that had been ripped in the throes of passion.

Captain Stacy led his men over to the vault and that was when Spider-Man made his move. He had only a few seconds margin of error before everything boiled over. The web slinger perched himself.

' _Now or never,'_ he thought and he launched a line of webbing over, latching onto the device and pulling it up into his hand.

The web slinger held it in his hand and he looked over it. He let out a long sigh of relief, he thought for a second that he was going to get caught, but sure enough he didn't.

Spider-Man made his way out of the scene, before Captain Stacy could turn around or anyone could identify him.

' _So far, so good,'_ Spider-Man said, and all he needed was to make it to Gwen's house without his webbing dissolving and his costume giving away.

Thankfully he had a spare that could be worn, actually he had a few spares. The web slinger made his way outside of the door where Gwen was waiting. The blonde's arms crossed together and a swift smile crossed over her lips.

"So my father cock blocked you, did he?"

"I'm sure that it wasn't intentional," Peter said, dropping down and already Gwen had a costume ready for him.

"We should send that bitch the bill….."

"Now, she just got a little….excited, actually the longer that fight went….the more pheromones that I gave out, the more insane things got."

Gwen smiled as she looked at Peter. "And that wouldn't be because you were in front of two attractive women in tight clothes, was it?"

Peter threw his hands up and smiled, it was one of those guilty as charged type expressions on his face. Gwen smirked and sighed, throwing her hands down.

"Very well then, I guess," Gwen replied, shifting her hair back out of her eyes with a prominent sigh. "So….what did you bring me…."

"Elektra dropped this in the heat of the moment, and…..if she got hired by the Kingpin, it could have some tangible clue about who he is," Peter said and Gwen smiled.

"It could be," Gwen agreed, brushing her fingers through her hair and she blinked with a long sigh. "The Kingpin….well that could be a pain where I….well it could be a pain."

Gwen was caught off from what she was saying and she once again brought her fingers through the top of her hair, sighing. She needed to focus to get these things.

"There's the possibility that she did drop this….and hoped to infect anyone's computer who messed with it with a virus…..but I'm well protected, don't worry," Gwen said and Peter smiled back in response.

"I wasn't going to worry…."

"Good, because you shouldn't worry, let's see….well that scans cleanly…..that's interesting, this is a list of places that the Black Cat could potentially hit, and I guess she was just lucky enough to hit the right one."

"Could you find out who owns them?" Peter asked and he added. "I mean, it could be whoever the Kingpin is using an assumed name or a patsy but it's better than nothing…."

"Well, I do have an idea where the Kingpin might be holding court with some of his men tonight."

That piqued Peter's interest greatly.

* * *

 

It was the spot and Peter was intrigued to see what he was walking into but he was also a little bit suspicious. He could not help but think one thing in his mind.

Was he running into a trap?

The data was not malicious but the intent behind the data was. Organized crime was something that he needed to be very careful with. Now in a fresh costume, the web slinger looked around and he crept up onto a light post.

The good thing was that these people did not look up. Talk about your tunnel vision. Not that Peter was complaining because it did make his life a little bit easier but still, he would have liked some challenge.

"So what's the boss doing in there…."

"Who cares, we still get paid the same way, don't we?"

"Man, aren't you the least bit curious?" one of the thugs asked the third who had spoken out and his response was short, sweet, and extremely curt.

"No."

Spider-Man could see the boxes. Were they drugs, guns, bootleg merchandise of some overhyped band, counterfeit money, some combination of the above? Unfortunately one of his spider powers was not the ability to see through certain objects, otherwise he would have been certain about things.

There was one of the thugs that made his way into a dark alleyway in the side. The web slinger made his move, rushing through the air with a rush.

The web slinger kicked his adversary in the side of the head and slowly dragged him off into the shadows.

' _Well one down, about four or five to go,'_ Spider-Man thought and there was a rumbling of the thugs approaching him.

"Hey, I heard someone out there…."

"You better come out, come out now."

The web slinger threw one of the decoys down onto the ground. It hit the ground and there was a loud bang.

Spider-Man grabbed him around the head and nailed him with a series of elbows to the back of the head. Then he was hung upside down.

"He was over here, over here, I swear!" the thug said, picking up his baseball bat and swinging it. He stopped, there was nothing there. His hands clutched around the baseball bat hard and his knuckles grew white and he coughed, looking around.

"Yeah, keep looking, he's got to….."

The web slinger knocked him down to the ground and the man was knocked down to the ground. His arms and legs were tied behind his back.

The final goon backed off, nearly knocking himself with his baseball bat. He fell backwards, blood pouring down from his nose.

"Well, that was fun," Spider-Man said and he made his way forward into the doorway of the factory and pushed it open.

He was greeted by a loud and boisterous round of clapping. A group of six armed thugs, much more dangerous looking that the clock punchers that he found on the outside, crowded around a monitor.

"I wondered where you would show up, Spider-Man."

"The Kingpin, I presume," Spider-Man said and he paused before saying something else. "You know, I kind of expected you to actually show up in the flesh so….."

"I enjoy my privacy, but you would be able to understand that better than anyone else," the Kingpin said and he leaned forward. The web head could see the man on the screen, the shadows made him look large. Whether that was the case, he didn't know. "The mask you wear told me that much."

"Well, I wear it for a reason….."

"We all wear masks for a reason, Spider-Man," the Kingpin said to the web slinger. "But your reason….you've interfered in a few of my operations and I can't allow that to continue."

"Well, what you allow….."

"I'm willing to work with you, and even pay you for fighting crime, because there is a lot of scum in this city that needs to be eliminated," Kingpin replied, preparing to cut Spider-Man what would be an interesting deal that would benefit both of them.

"You're….."

"I'm offering you a job Spider-Man, and you'll get protection as well from my rival threats but if I tell you to look the other way, whenever I want you too."

"I can't do that….."

"So if you deny me, then, I'm afraid that I might have to say goodbye," the Kingpin said as he motioned for his men to point the weapons at Spider-Man.

The lights crackled and they completely went off. Spider-Man could hear the rumbling in the darkness, and he made his move.

The sound of gunshots were heard, but Spider-Man used his spider sense to dodge it, wrapping up his enemies. The Kingpin's men fell to the ground hard with a thump.

"Figured that I'd hit the lights," Gwen said and Peter smiled.

"Thanks," Peter said, as he made his way from the warehouse. The tip that had been called in brought the Kingpin's men in to custody but he knew by now that there was still a lot to be done.

* * *

 

"He's got to be talking about some kind of gang war, because that's the only reason that he wanted to get you on his side, you know, as some kind of cheap enforcer," Gwen commented lightly and Peter sighed.

"Well that's about as good of an explanation as any, I guess," Peter replied tensely and he continued to swing forward and check things out.

So far there was absolutely nothing, but even a Black Cat sighting. That was making him fairly nervous that something was going to break.

"We're just going to have to play this by year….although Betty said say that Silvermane is being let out," Gwen said and Peter gave a non-committal grunt. "Well….it was the fact that Kingpin put him in there in the first place, remember….."

"I do recall," Peter said, and he sighed. If the Kingpin put someone there, that person was going to want some revenge. "I have a feeling that I just made a powerful enemy tonight."

"You mean more than the powerful enemies that you usually make?" Gwen asked him and Peter sighed.

"You just have to make light of this….."

"No, I'm just bringing up an obvious point, you do make a few enemies during your time," Gwen said as she looked extremely thoughtful. "I'm surprised that your future conquest is not around any time soon….."

"You and I both Gwen, you and I both," Peter said, the Black Cat had gone underground. And as for Elektra, well she split. "I wonder if she's going to try and carry out the contract that he put out her head….."

"Well she failed the first time," Gwen suggested. "She is either going to take that really personally or go back underneath ground. I don't know which of the two she'll do to be fair."

"There's another thing that we're going to have to wait and see about," Peter said, a statement which brought him to another painful conclusion. "We seem to be doing a lot of waiting and seeing with this entire Kingpin thing."

"Well it's a part of the mission to be fair," Gwen said and she could see the frustration. "I've been cross referencing some of these warehouses….two of them belong to Norman Osborn…..which is curious."

"Do you think he's the Kingpin?"

"My gut tells me no, because a dying man wouldn't be running such an elaborate criminal empire, but that would explain the Kingpin's obsession with trying to get you on your side," Gwen said and her sigh was poignant and extremely long. "But it's interesting."

"It really is," Peter confirmed, and he wondered what he stumbled into now.

"But we've got tests to run after what happened tonight," Gwen said and she hated to be someone to nag. In fact she wasn't someone to nag.

"I did suggest that we do them in a roundabout way….."

"Yes, I know you did," Gwen said, as she sighed hard. "The last thing we need is a bunch of cheerleaders to jump you and start an impromptu gang bang."

Wisely, Peter kept his mouth shut and Gwen was not going to call him out on the fact that he kept his mouth shut.

The city was kind of quiet as well and Peter hoped to keep it that way.

"Just stop by and give me a sample of blood and come by after school tomorrow, because this might take a while, and I don't think that I relish the thought of trying to explain to your Aunt and Uncle while you're out again past your curfew," Gwen said and Peter was right at the window, where she let him in.

"Yeah, I think Uncle Ben at the least suspects something, don't know about Aunt May…"

"Well you should assume that they could expect something, it's kind of hard to keep a secret identity in this day and age," Gwen replied, without missing any kind of a beat. The blonde closed her eyes tightly and prepared to extract another DNA sample from Peter.

Peter stood patiently, he thought that he went through all of the tests that he should have gone through. But he was constantly proved wrong.

"So….have a good night….."

"Yeah, you too Peter, I'll see you tomorrow, let you know before then if something breaks," Gwen said, she was completely curious because this pheromone thing was unprecedented. She thought at first that familiarity would cause the pheromones to effect people but she wasn't really sure.

Peter was off into the night and Gwen sighed, as she parked herself out in front of her desk, she had the hell of a night coming.

* * *

 

"Yes, Liz, I'll see you tomorrow…yeah that's great….." Peter said, as he finished talking to Liz over the phone.

What he was anxious about was the results of the tests that Gwen was doing on his DNA. She had been very…..well he didn't really know the word for it. Secretive might have been a good word for it.

Actually it was the perfect word for it, she didn't really say anything to him at school. She had last period off so she got to leave early, so Peter followed her home.

' _I don't really know what I'm walking into now,'_ Peter thought to himself and his heart thumped against his chest.

He knocked on the door and waited. Sometimes if Gwen was doing something, it took her a while to answer the door and he could not web sling in as Peter Parker. And he could only do that in the cover of night, as Spider-Man, as it was in a very dimly lit area.

"Oh, hi, Peter, get in, I've got news for you."

Peter followed Gwen inside and he frowned at her. "Now, Gwen, is this the good kind of the news….the kind that I like or the bad kind of news because I really can't read it on your face, you know…."

"Just get inside, I'll explain everything," Gwen told him and Peter raised an eyebrow. "I promise….the good, the bad, and the 'what the fuck' of it all."

"Oh, good, my favorite combination of news, I can hardly wait."

Peter said nothing, with Gwen leading him inside. The blonde really got down to it right away. "The good news is that it's nothing fatal, and you're not suffering some kind of slow poisoning that will cause you to burn out due to lack of sex."

"Well that…..well no more than other teenager out there, right?" Peter asked and Gwen's sigh was prominent. "So, what's the bad news?"

"The bad news is…..I'm not sure how you're going to control the release of these pheromones around some of the attractive females that you surround yourself. The good news…..I guess this is good news, again, is that it won't be around anyone that doesn't have a physical attraction to. The bad news…..and this is bad news…..or it might be good news…..I don't know."

Gwen was driven so breathless that she had to drink some water to calm down. Or at least be as calm as she's going to be.

"Are you okay?" Peter asked Gwen.

"Yeah, I'm fine," Gwen answered him and she shook her head. "Anyway, the bad news is that I think because of your….fame, there are going to be a lot of women who will have a fixation on you. And let's face it, you aren't that bad on the eyes as Peter Parker."

"Nice to know you think so highly of me," Peter said but he could sense that the news was getting weirder by the second. "So….I'm almost really afraid to say this but….the other news…the news that you couldn't classify as good or bad, what is it?"

Gwen remained silent for a second. "Your DNA….is evolving in an interesting way."

Peter was not about to ask whether that was the good kind of interesting, the bad kind of interesting, or some kind of interesting that was in the matter.

"The problem is, I don't know how far to the realm of spider you're going to go," Gwen said, running her fingers through her hair, and sighed. "It could be a little bit….it could be a big amount."

"But you don't know….."

"Not without time, I don't," Gwen told him and once again, she wondered how far he could go. "You may develop some kind of organic webbing…..and yes, I think it will shoot out of your wrist and not other places….despite conventional wisdom that says otherwise."

"But…"

"As for growing extra arms, I doubt that, although that would make an interesting….well it would make things fairly interesting," Gwen said and she shook her head, before she added mentally. "And it would be kind of hard to conceal."

"I figured as much," Peter told the blonde and she bit down on her lip, sighing in frustration. Peter didn't need his spider sense to sense the gears in Gwen's head grinding. He sighed and decided to throw all caution to the wind.

"So, what now, you must be wondering."

Well he didn't need to ask that, even though he wanted to ask that. Gwen's gaze found her way towards Peter's eyes and the young man's mouth hung halfway open and he nodded.

"I guess the best thing is to….well to monitor your DNA and see if there are any further changes," Gwen said, wringing her hands together. She rarely did nervous all that well but now she was completely and utterly nervous. "But….you should be fine tonight….you're healthy….perhaps too healthy as far as your sex drive goes. But you do have time to kill….."

"Yeah, not due to meet Liz for an hour."

Gwen smiled and there was only one thing that she had to say. "Good."

* * *

 

Peter Parker was on his way to the grocery store to pick up some milk and eggs but naturally, he would have had to run into trouble.

The thugs didn't give him too much trouble. These punks were looking for a quick buck but they were taught a lesson.

"And remember, no matter what, stealing is wrong," Peter said as he looked over his shoulder, swinging off into the night.

"Psst…Spider, over here."

He could see the Black Cat hunched over the balcony, perched…..well like a cat. Spider-Man looked at her, curiosity getting the better of him.

"What are you….."

"Follow me," Black Cat said, looking over her shoulder with a smile and a wink, as she made her way off into the distance. Spider-Man happily followed her. What man wouldn't happily follow her with the view that he got? Her tight ass was encased in that suit and he followed it, with it swaying by him.

Spider-Man turned a corner and she wondered where he was being lead to.

' _I just hope that I'm not being lead…..well…..into a trap,'_ Spider-Man thought, it did sound so lame in the back of his head but it was true, he hoped that he was not lead into a trap.

The web slinger stopped and saw the Black Cat perched on the ledge once again. She stretched forward, touching the tip of her white boots, and she looked at him, a smoldering smile on her face. Hair flopped down over her face.

"The Kingpin's not still after you, is he?" Spider-Man asked and Black Cat looked at him, with a smile on her face. He noticed that it was quite predatory.

"Really, after all of that, that's what you're going to ask me, whether or not the Kingpin's still after me, or not?" she asked him and Spider-Man looked at her, shaking his head. "Okay, fair enough, it was a question that could be worth asking…..but I don't think he'll ever stop coming after me."

"You're not afraid are you….."

"Spider, I'm a big girl, as you can tell," Black Cat said, and her movement emphasized her breasts. "And I'm sure that you're a big boy that can handle yourself out there, protecting himself from the big bad Kingpin. He really needs to be knocked down a peg or two."

'Oh….he….."

"Yes, he does," Black Cat said as she got up to her feet. It was now that they stood next to each other on the rooftop that Peter realized that he was a head taller than the Black Cat. "Although, if I would have thought about the way that you stopped Elektra the other day, I would have done it a lot sooner."

"We could have put it on the Internet, and charged….."

Black Cat placed her hands on his hips and he was close to her body. The only barrier that separated them were his costume.

"You do realize that technically you were…"

"I technically was stealing from the big bad Kingpin, but I got this sort of Robin Hood thing going on, where I only rob for the rich and…..I make sure some of the proceeds go to the poor," Black Cat said and Peter looked at her, incredulously.

"Just some of the proceeds….."

"Well the girl's got to make a living, come on," Black Cat said with a smile and she stroked his chest. She smiled at him. "And you know, if you think that I'm such a bad girl, then maybe you should give me a spanking."

"It's….very tempting," Spider-Man said as he tried to keep the blood properly flowing.

"You know, it's okay to be bad….because it feels good," Black Cat said with a smile on her face and she continued to stroke his chest. "I don't want to damage another costume….this one looks far nicer than the other one."

"Well it's….it's a newer one….."

"But you're doing this to me, Spider-Man, you're really doing this to me, so I might not be able to hold myself back," Black Cat said, raising her hand up and slipping off his mask. Her juicy lips were inches away from him. "I've been a really dirty girl….."

"Yes, you have," Spider-Man said and he grabbed her around her ass, pulling him towards him.

"And someone could look up and see what we're doing, but….you don't care," Black Cat said, slipping her hand down the front of his pants and he closed his eyes. "I can tell you that you've had nothing like this….but I'm sure that you kissed all the little girls and made them cry."

**S-M-U-T:**

Black Cat wrapped her hand around his prick and slowly pumped him up and down with her soft but strong hand. He could feel her hand caress him and she practically purred as she increased her touch.

The Black Cat pulled his pants down and she smiled.

"Best leave the masks on, because it could become too personal otherwise," she whispered and she fondled his balls skillfully. "I trust you don't really have a problem with that."

She didn't really wait for an answer for that, as her mouth went around him and she got on her knees, sucking him.

Peter could not really say anything, other than grunt. She could really deep throat a cock and it blew his mind. His hands placed on the back of her head and he shakily stood up. She rocked herself up and down.

After what she saw he was capable of, Felicia wanted all that he could give her. She wondered if his powers gave him….um extra webbing to say the least. There was only one way to find out, her lips smacked around his tool.

The woman continued to work him over, dragging her tongue underneath him. He felt the woman's talented tongue slither underneath him.

"Shit, Cat," Spider-Man whispered, as she wrapped her lips around him and taking him completely down her throat.

She continued to increase the oral pleasure that she gave to him and he felt her lips tighten around him.

Felicia could not wait to have his seed down her throat, and then they could get onto other things. Hopefully not being cock blocked this time.

The fact that someone could catch them in this compromising position would be kind of amusing for her and potentially horrifying for Spider-Man. But that just added to the excitement. Her lips tightened around him and she continued to work him over.

"Ooooh, that feels so good," Spider-Man whispered and he thrust his hips forward, closing his eyes. Her lips continued to work him over and he was this close to reaching the edge. His balls twitched before her and he could not hold back for much longer. "Cat I'm about ready to….."

She didn't slow down with her suction but rather increased it. She squeezed his balls, giving him an erotic rubdown.

His balls tightened and the web slinger speared into her mouth. His balls stuck to her chin as they smacked into it. That didn't deter her for a moment.

At the last second, Felicia pulled out of her mouth and jerked him off. His muscles tightened and his cock burst, sending the splatters of juices onto her face.

She cooed as his essence splattered all over her face.

"I thought I told you to not get your webbing in my….." Felicia said and suddenly, her wrists and ankles were webbed together.

"Time to return the favor, finally I'll have my way," Peter said, rubbing his fingers against the edge of her costume. "I wonder how I'd get that off…"

"Wouldn't you like to know?" Black Cat teased him and Spider-Man smiled, grabbing her ass hard and that caused her to moan.

"Guess I'm going to have to find this out the hard way, or you will," Spider-Man said, as he ripped her outfit. He exposed a nice firm set of D-Cup breasts, with firm hard nipples. "I wonder if these are real?"

"Well there's only one way to find out….ooooh yes," Felicia groaned as Spider-Man groped her breasts. She felt her juices pool down, dripping onto the roof.

"Yeah, they're most certainly real," Spider-Man whispered as he ran his hands down her body and saw her smooth shaven center. "Guess I'm not going to see if the carpet matches the drapes."

"Shame for you."

"Well, guess I'm going to have to get over it and take you as a consolation prize."

"That's right, take her, it's her fault that she got you worked up the other night,' Gwen commented over the communication link.

"Don't worry, intending to," Spider-Man said and Felicia blinked.

Was she about ready to get into a threesome….without the fun part of it being a threesome? That kind of disappointed her to be honest. Never the less, Peter placed his fingers on the edge of her hot slit and pushed her open.

He stuck his tongue inside her and ate her out, getting her wetter for the eventual intrusion.

Her pussy was licked out and got wetter and wetter. He delved deeper into her, licking her pussy and her hips lifted, as he pushed his tongue into her.

"Oooh, yes, that's…that's it."

She was getting wet and after a few minutes of sampling her tasty pussy, Peter could not wait for it. His thick member was inches away from penetrating her.

"Give it to me, big boy," Felicia whimpered, wishing that she could wrap her legs and arms around him but she figured that she would just lean back and enjoy the ride. She could still move her hips.

The tip of him slipped inside her and he could feel her moisture lubricate him. His pheromones released which caused her to get even wet.

The web head pushed into her, wrapping her walls around his length.

"That feels….good," Peter grunted as he felt her warm pussy wrap around him. The web slinger grabbed her around the hips and pushed into her.

Her core sucked his length in, the two of them going at it.

"How long does this webbing hold?" Felicia asked but her nipples were hard and stiff from being tied up.

"Not long enough," Gwen replied, even though Felicia could not really hear her. It would have made things more interesting.

The woman's eyes flashed as she clamped her walls around his tool, and pulled him into her.

"About ninety minutes," Peter told her as he nibbled down on the side of her neck and she moaned, hoping that it would be much sooner.

Peter's cock speared her hot tight center over and over again. Their two organs connected, with fury.

"Are you….are you sure?" she asked, whimpering as he pushed himself into her. Her juices allowed him to go into her quickly and efficiently. Her eyes closed as he sucked on her nipples and he dug his nose between her breasts.

"But I'm sure I can free you, if you're a good girl," Peter said and he rammed himself into her again, her hot lips tightened around him hard.

"You should know by now, that I'm not a good girl," Felicia whispered.

Peter smiled and he remained silent, holding onto her hips and speeding up his thrusts. Her pussy sucked his length into him and continued to work onto her. Her pink nipples were uncomfortable and hard.

"Perhaps you do need a spanking."

Peter pulled her out off the wall and she got to her hands and knees. Her breasts and pussy were hanging halfway out of her costume.

SMACK!

Her ass was drilled and she smiled, as Peter continued to spank her, faster, and harder than even before.

"Oh, so good," Felicia said and she wiggled her ass, and she was just asking for it now. Peter continued to spank her. "Why don't you fuck it lover?"

"You really are a….."

"I'm your dirty slut, your anal slut, please Spider, fuck me in the ass," Felicia begged him and his cock was inches away from being completely inside her ass.

She never felt anything this large or this skilled inside her. She thought that she was going to lose it as he slipped inside her.

Her tight ass clamped around him as he wrapped his hands around her bum and sawed into her from behind.

"Oooh, yes, yes," Felicia panted as he rammed into her hard from behind, picking up the pace. Much to her surprise and glee, his fingers pushed into her pussy as well.

That was where a lot of guys lost the plot, not stimulating one area properly while giving the other the proper attention. This was not the case. That increased the pleasure and decreased the pain.

Her wrists and ankles were still bound by webbing and her face still dripped from his fluids. His hand dug into her and caused her great pleasure.

Peter grunted, she was so hot and tight, it felt like a furnace to be inside her. His balls dribbled against her ass.

"So much closer…..closer….closer," Peter grunted as he pushed into her ass and held her hair, tentatively.

"Oooh, you know how to treat me….so good," Felicia said, and he placed his soaked fingers into her mouth. She sucked her cum off of him.

She really wished that he would have a couple extra arms but it couldn't really be helped. His cock speared into her ass.

She was in a daze, she could be on her way to jail right now, and she wouldn't really care.

"Cum in me, cum inside me," she squealed and she wanted his cum inside her ass. He wrecked her from behind.

His balls tightened and a flood of cum pumped into her ass from behind. He injected several doses of cum into her ass.

She dropped down and Peter held her up.

"I hope you're not done after that."

**S-M-U-T.**

It was late at night by the time that they were finished, and Felicia could barely walk after what he did to her.

"I think that you're at a disadvantage if someone calls the cops," Spider-Man said to her but she smiled. Fluids drained from her as she walked, her thighs and ass sore but at the same time, satisfied.

"Oh, I really disagree, and next time….bring your mystery friend, I know that she was egging you on," Felicia said with a wink, standing bare ass naked, except for her mask.

"When will the next time be….."

"Don't worry, Spider, I'll find you, trust me….I just got to….crawl into bed, I'll be fine in the morning."

He would have to take her word for it. She slunk off into the night.

"I still think that you should have pounded the fucking tease harder. Made her really beg for it too."

**To Be Continued.**


	11. That Moment of Triumph

Spider-Man had a very important date, or rather a meeting with a lovely young woman and he didn't really want to be late for that date. The web slinger flung himself through the air and went to an abrupt stop, landing on the ground.

The problem was that there were a pair of thugs that made him late for that date, or rather it was an interview. Regardless it was a good time to get his friendly neighborhood name out there and not get ran through the mug.

As for these gentlemen, they just proved that this was another day at the office, another day that ended in a "Y". The web slinger popped them down to the ground hard, the breath leaving his body once more.

"Okay, you guys are really not on my good list today," Spider-Man said. A swing with the pipe and a miss, before he webbed it to the wall, catching the thug off guard.

Like an idiot, the man tried to yank the pipe off of the wall. He struggled and strained but he was knocked back with a crack.

He fell to two knees and the web slinger rushed him forward, and kneed him in the face.

"Got him!" one of the thugs yelled, trying to grab Spider-Man from behind and hold the web head in place.

"Two words, breath mint," Spider-Man said, annoyed by his noxious breath up close and personal, elbowing him in the face. The web slinger ran up the wall, webbing into a trash can lid. He blocked the knife with the trash can lid and then rammed it into the ribs.

The man was doubled over, and he knocked him down.

"Oooh, that's going to leave a mock," Spider-Man commented, nailing his enemy with a rocket buster of a punch, doubling him over.

"The boss is not going to like it….."

"Man, who cares what Hammerhead likes, let's get out of here…."

"Really Hammerhead, does your boss have an affinity for sharks or maybe that's just a name because he's thick headed?" Spider-Man asked, webbing their ankles together and stringing them upside down, hanging from the edge of the ledge. "Oh you two look adorable together. We should put you on a wedding cake."

"Get out….get out of here….you motherf…."

"Hey, watch the language, what would the children think?" Spider-Man asked, webbing his mouth shut. He shook his head, with a sad look on his face. "Thugs these days, they have no respect."

"One escaped, he's trying to make a break for it," Gwen informed Peter.

"Right, I got it, don't worry Gwen, I'm on it," Peter replied, rushing forward.

The thug looked completely panicked; this was not going all of this way. He was just a punch clock, trying to pay his mortgage, getting beaten up by some freak in a costume was not in the job description. And he was only half in it for the dental.

"How are you doing?"

The goon nearly stumbled over in his abject panic and Spider-Man had him hanging upside down in seconds. He tried to crack wise, to ease the tension. "Oh, you know, just hanging around."

Spider-Man had to admit that having a thug with an actual sense of humor was actually different from the usual thugs that were trying to beat his skull in. It was kind of refreshing as well to be honest.

"Are you?" Spider-Man asked him and he nodded.

"Yeah, could you….you know get me down?" the thug asked, nearly pleading.

"What's your boss up to? Are you working with the Kingpin?"

"Kingpin, no….not that guy, Hammerhead's against that guy, some kind of turf war…"

"Let me guess, you were just in it for the dental," Spider-Man said and the thug nodded. "Yeah, I thought so."

Spider-Man didn't think that this guy really knew much of anything so he left him hanging, quite literally.

"You're still public enemy number one, despite all of you've done for this city," Gwen said, and she sounded exasperated.

"Well to be fair, every time the cops are around, I try and run," Peter said and Gwen chimed in, reminding him of something.

"Well, if you get guns pulled on you, the proper response is to run, obviously," Gwen said, with a slight roll of her eyes.

"Yeah, obviously," Peter agreed, with Gwen's smile getting more prominent across her face and she gave a long sigh.

There was something hovering over Peter. "I guess that the bad thing is that I'm wearing a mask and they don't invite all kinds of warm fuzziness and trust and fun times and….."

"I get it, Spider-Man, I really do but…..that's just the power of the press. Which is why it's a good idea that you get that interview with Betty. I think that she would be a good asset."

"You don't…OWWW!"

"What happened Peter ,who attacked you?" Gwen asked, her temper was on a hair trigger for a second.

"I'm not really sure what happened," Peter said, and it was almost like something pinched him. He spun around for a little bit.

That was weird, perhaps some kind of insect attacked him, and nearly took a chunk out of his arm.

' _Hope this one doesn't give me weird powers,'_ Spider-Man thought. _'Might have been a wasp that stung me….and that codename is already taken….so I hope not.'_

* * *

 

Doctor Otto Octavius thought that he should feel triumphant right now, from what he accomplished and maybe he should have been. But the problem that he saw it was that, he would not get all of the credit. If this worked, then Norman Osborn would be the one that would get all of the credit.

If this failed, Norman Osborn would give him all of the blame and he hinted what would happen if Otto failed this time. It was not going to be something that Otto relished thinking about.

Norman Osborn would never be employer of the year and a lot of people worked for him because they had no choice. Otto was one of these people. One day, the servant would become the master.

He saw the DNA that he managed to acquire from Spider-Man. He had been slowly reproducing the OZ serum, using the notes. Osborn was getting more manic by each day and it was not hard to see why. He was dying and when he was dying, he wanted to ensure that everyone suffered a horrific torment.

"This is power," Otto whispered, holding the serum vial in his hand. It bubbled once again and he added it to the latest batch.

"I trust that latest batch is on schedule."

"Yes," Otto whispered, he wondered when the man would present himself to downgrade him. It was all that he had did. Otto was his servant and nothing more, nothing less. The man's eyes flickered dangerously before he spoke.

"Good, I don't want any further delays."

"I finally acquired the DNA sample that you requested from Spider-Man and….well you can see for yourself how unique it is," Otto said and Osborn stepped forward into the light.

His DNA looked uniquely mapped. It was hard to tell the effect that the spider bite would have on a human until now but seeing was in fact believing.

"Fascinating," Osborn whispered, his teeth contorting into a nasty grin and he traced every inch of the DNA with his eyes. Greed flashed through his eyes and he could sense green of two different kinds.

The first kind of green was the obvious one that people would think about. The greed that would cause men to do the most evil and foulest things. Money was the prime motivator for men at their cruelest.

The second kind of green was the power of the OsCorp chemical that was going through him. The batch that had been destroyed a couple of months ago in the same accident that gave birth to Spider-Man, he knew that was close.

And he was close to replicating it, and curing himself. The power swam through his eyes as his teeth gritted into a smile.

"Very well, you've done sufficient work, Otto, but don't get too comfortable yet, we still have much to do," Osborn told him and the scientist looked at him. "Is the test subject ready?"

"The prototype….yes she is…..we've spent months brain washing her, all we need to do is give her the power, and do you want Spider-Man after her….."

"A small sample of his DNA will not give us the army that I can shop around and make millions," Osborn told Otto. "Don't forget that I've made you….."

"I know what you think, sir," Otto told him and there was a second where it looked agitated, but he didn't show it.

"Just remember that if it wasn't for me, you would have rotted in obscurity, like a miserable spineless weasel that you were and still are," Osborn said and he looked at Octavius for a second, contempt flashing through his eyes. Rage burned through the eyes of Octavius in response.

"Your opinion, sir, I respect that," Octavius said, he looked at one of the robotic arms. It would be so easy to take the edge of it, and impale it through Osborn's foul throat. It would be just like that, as easy as pie. "But yes she's ready and she's being injected with the serum."

"You've made sure that her memories don't get in the way of her mission….."

"No sir, the drugs that I used wiped her mind of all hints of her past life, and she has no one to report her missing…..many think that she's just a runaway anyway….."

"Well that works into our plans," Osborn told him and once again, Octavius remained calm.

"Twelve hours," Octavius told him.

"Perfect, by that point, we'll have Spider-Man and OsCorp will reach the heights that only people have dreamed about," Osborn said.

It might have seemed vindictive, nasty, and cruel but that was just what Norman Osborn did. He did not become one of the top names in the New York city business world by being a nice person and playing by the rules.

He left Otto to put the finishing touches on his project, but leaving such a man to his own devices could be a dangerous proposal.

* * *

 

"So, I think that the first question all of our readers want to know is….why do you do what you do?" Betty asked as she sat down with Spider-Man and a tape recorder. "I mean…..you know, a lot of people with your powers….well you know there's a lot of super powered villains out there. And people like Doctor Doom, the Red Skull, and Magneto who have gone mad with power."

"Well that's an auspicious group to be roped in with," Spider-Man told her.

"Do you think…."

"Yes, I can answer the question, best I can anyway," Spider-Man replied, leaning back and relaxing. He looked pretty chilled out all things considered really. "I think that someone close to me taught me all about responsibility and that stuck with me. A good upbringing can even up a lot of things and it does help that I have a good support group outside of this costume."

"Right, you would….of course," Betty said, that was obvious. Not that she thought that super heroes were some anti-social people that didn't have lives outside of the costume. That would be rude of her. Plus people like Tony Stark were personable, even though a bit arrogant at times, along with the poster child for ADHD. And tended to get involved with women that he shouldn't, but that was neither here nor there. "But…..you're going up some really powerful people….The Kingpin….there was a rumor that he caused an undercover police officer to disappear."

"Well, with all due respect….and I'm sure that the NYPD are the best at what they do but….." Spider-Man said and he paused, shaking his head. "You know, I can't really come up with any statement other than one that sounds a bit defamatory."

"That's unfortunate," Betty said with a sigh. "You do seem to respect them, even though they've wasted valuable time and resources on a manhunt for you."

"Well, I wouldn't say that they wasted time, I mean Captain George Stacy, he thinks that he's doing the right thing, and….I heard from a very reliable source that he's getting a lot of pressure put on him by the mayor. You know that this is an election year, don't you?"

Betty sighed, she was well aware of that fact. That did tend to account for ten percent of the bone headed decisions that happened during this time of the year. She took a few more notes.

"So…..do you think that you would enjoy being on a team like the Avengers or the Fantastic Four or something like that, or go for your own team?"

"That's a good question, although I think that I'd throw off the dynamic of the Fantastic Four with me being there," Spider-Man said. "Five people in the Fantastic Four doesn't really have the same ring, now does it?"

"Well to be fair, the Fantastic Five still has the same alliterative appeal," Betty reminded him.

"Plus, I don't think the cosmic threats would really be my thing, if you read some of the news reports, they've gotten into some really freaky stuff," Peter said and Betty corked her eyebrow, smiling at him.

"That's just scratching the surface, isn't it?" Betty asked with a smile.

"Yes….but I'm sure that there are a lot of rumors about me, and I'm sure that people would like me, if they got to know me," Spider-Man said and he decided to add a point. "As long as the mask is on, there are going to be people who always wonder."

"Exactly how much do you think it will be take before people stop calling you a threat or a menace?" Betty asked.

"That was a Jonahism, isn't it?"

"Yes, it was, but you didn't really answer the question," Betty said. She wondered if the air conditioning was broken in the apartment, things were getting a bit too hot and heavy for her liking.

"Well, I don't know, I just got to keep doing what I'm doing, and people can make their own opinions," Spider-Man said. "If I was in this for the fame, that would make me as bad as the bad guys."

' _Or as bad as some so called heroes, really,'_ Betty thought but she scratched down the rest of his quote.

"So, it's time to ask you something off of the record….you're not really disfigured underneath the mask, are you?" Betty asked and she could almost see his eyebrow raise. Well she couldn't really see it because the mask was completely on.

"Well, would you like a peek?" Peter asked her.

"I'm guessing by that request, you're no one famous."

"No, I'm just a normal guy, who likes to kick back with his friends and hang out," Peter said as he pulled his mask off.

"So, I'm guessing that you're about eighteen, nineteen, or so?" Betty asked, looking at him. He did carry himself like he was a young adult.

Peter smiled, Gwen did state that he could pass himself as older with the mask off, after the growth spurt of his spider powers. He just hoped he didn't look like he was eighty in about a year or something like that, because that would be bad.

Betty assumed that he was that old, for all she knew, he could be sixty and just looked really young for his age, or sixteen or something. She wasn't about to check his ID to verify. Plus hormones did wonky things to a person's brain, and the pheromones that he was giving off, unintentionally, it was causing her to grow weaker with desire.

"Trust me, I know to be discreet…..but….first of all…..yeah I can't really see why you would wear a mask other than keeping your identity a secret," Betty said, pleased with the level of trust he showed her. Although she would keep the fact that he showed her a secret.

"Now, I did save you a few times, Miss Brant….."

"Only once, maybe twice," Betty said and Peter ran his hands down towards her lower back and that caused her to close her eyes. "Okay, more than a couple of times."

"I think that that we can come to some sort of arrangement where we can see the full benefits of a business partnership between the two of us," Peter told her. "And I'm…"

Betty kissed him, the least that she knew, the better. Yet, her mind went haywire at his kiss and the fact that he touched her body, tormenting her. He really did wind her up a little bit and his hands roamed underneath her skirt.

**S-M-U-T.**

Betty had a feeling that this would be happening. Her hand roamed down the front of his pants.

"I think I better help you, because I've had enough sex crazed woman destroying my costumes," Peter warned her and Betty raised her eyebrow.

"Fair enough, I guess," Betty said, squeezing his package a little bit and massaging him through the front of his costume, feeling his hardness grow in her hand, pleased at what she was feeling.

"Oh, that's the ticket," Peter groaned as Betty worked him over and the woman's mouth curled into a prominent grin.

"I bet that feels good, but….let's get a closer look," Betty whispered, dropping to her knees.

Needless to say, he was fairly well endowed and Betty wondered how much that had to do with his special powers. Instead of trying to overcomplicate things, she just sat back and enjoyed the ride, wrapping her lips around his tool and pushing it into her mouth, sucking on it.

"Damn," Peter groaned, she really did have a talented mouth and he could not get enough of her delicious suction.

Betty was pleased with this very vocal response and pushed her hand up, fondling his balls and she wanted to coax him into her mouth. The problem was that he had resistance.

Well this wouldn't be a problem when they got to the main event but now, being an impatient person, Betty wanted that cum into her mouth and she wanted it yesterday. Her suction increased, her lips pressed against his tool as she tried to get even more of him into her.

Peter roamed Betty's body, the twenty two year old reporter feeling good underneath his grip. She sucked him off, as his pheromones released more power. That only caused her to go deeper onto him.

She took him deep into her throat and squeezed his balls. That proved to be Peter's undoing right now.

Betty's body heated up and she felt her panties dampen as the first volley of cum shot into her mouth. The second and third volley of cum exploded into her mouth, causing her to grow weaker, as he pumped thick rope after thick rope down her throat. It appeared that he could shoot some thick webbing from more places than his wrists.

To her credit, Betty swallowed his load and got up to her feet. He grabbed her and unbuttoned her blouse. Her high and firm breasts stood in a black bra and her stomach was flat, smooth, without a blemish on it.

Her skirt was removed from her body next and Peter felt like he was unwrapping a Christmas present. On one hand, he really should take his time. On the other hand, he was impatient and wanted to see the treasures that loomed beneath that skirt.

She wore sheer black stockings that covered her long sensual legs, a pair of black panties with a damp spot on the center. She wore a garter belt holding her stockings up. Her ass and legs were a perfect shape and quite drool inducing.

"Damn," Peter said and he placed his hands on the other side of her body and she smiled at him.

"You're too kind," Betty told him with a smoldering smile on her face and Peter ran his hands all over her body. She closed her eyes and felt his touch on her. It was amazing, and his fingers pushed into her. "Damn it…don't tease me."

Betty reached up and grasped his member, rubbing him up and down. He throbbed in her hand and the next thing she knew, her panties were down.

Peter looked at her center, there was a small strip of black hair, but it allowed more moisture to drop from it. She leaned forward, grinding against him.

"Ready for a ride, big boy?" Betty asked him with a lustful purr going through her voice.

"You know it, honey," Peter told her and Betty drug her slit over his cock, and she tightened her legs around him.

She slid him inside her, feeling her body stretched out from his hard cock pushing inside her. His girth stretched her center, causing her to nearly lose her mind.

The cool air of the apartment air condition blew over her nipples. They stood erect for him and he licked his tongue over it.

"Oh fuck me, fuck me Spider-Man," Betty whispered, wrapping her legs around him and she smiled, his handsome face buried between her breasts causing her to light up with the fire between her legs.

Peter sought her delicious glorious heat a little bit more, seeing how far that he could push into her. Her slick center caressed him as he held onto her hips and worked into her body. Her nipples became even stiffer and he sucked on them.

Betty had never felt anything this good, but it was his strong hands that got her motor running the most of her.

The orgasm rocked her mind and she took a few seconds for her to come down from the pleasure. He slowed down a little bit and she was half torn between an unsatisfied whine and relief. If he had worked her over just a little bit more, she would not have felt the satisfaction that she did.

"Let's see if you look as good from the back as you do from the front," Peter said and Betty smiled.

"Well I think that I do, but don't take my word for it."

She was flipped over and he fingered her. It was almost his finger was clinging to the inside of her and that added another erotic bit to the action. Betty closed her eyes, waiting for him to join her once again.

"And don't hold back, I'm protected," Betty said, feeling his strong hands caress her body. They lingered on her breasts sticking to them like they would stick to walls and ceilings. She moaned and Peter slipped into her.

He could feel her snugly wrap around him. Peter groaned, she was just as good from behind as she was from the front.

"So, don't hold back, please don't hold back," Betty begged him and he bit on the back of her neck.

That caused her walls to get tighter around him and he slid into her hard from behind. The two of them meeting together, it caused delightful friction that worked both of them into a frenzy.

"So, I think that the two of us can come to an arrangement to continue this partnership, can't we?" Peter asked her, sliding in and out of her. She milked him with each thrust and he thought that he was going to lose it.

"YES, OH YES!" Betty shrieked at the top of her lungs.

Peter continued his path into her, exploring her body. Every inch of her body, her delicious C-Cup breasts, with rosy nipples, she still wore her garter belt and stockings as he fucked her. Her hair now had come down completely.

"Mate me, oh mate me, Spider-Man!" Betty screamed at the top of her lungs. She got even wetter than she thought was possible.

"Soon, you'll be one of mine," Peter whispered and he could feel her get warmer, not to mention wetter around him. His tool kept pushing its way into her deep crevice.

Betty grabbed onto the edge of the bed, biting down hard on her lip, to the point where she almost drew blood. He pushed his length between her smoldering hot thighs, bringing himself into her.

"OOOOH!" Betty screamed at the top of her lungs and Peter smiled as her orgasm set him up for one of his own.

"Well, with such a vocal performance, how can I say no?" Peter asked her, pumping himself into her. Her slick surface brought him further and further into her.

Eventually the dam broke and Peter hit his climax. Betty tightened around him at that movement, sucking his essence into her. She milked every single drop out of his prick.

**S-M-U-T.**

"I think a couple of follow up interviews might be in order."

* * *

 

Overall, Peter thought that was a productive meeting all things considered. The web slinger launched his way half across the city, recharged.

It was getting closer to dinner time and he needed to make his way home soon.

' _Don't have to rush too much,'_ Spider-Man thought but he mentally added something his head. _'But at the same time, we're kind of cutting things pretty close.'_

Too close as Spider-Man reminded himself. The web slinger quickened his pace above him and suddenly he could see something swing behind him.

"Spider-Man to Goblin Girl, we've got a….."

WHACK!

That didn't even trigger his spider sense, which caused the web slinger to be thrown for a complete loop. The truth was, one could argue that Spider-Man was getting a bit too reliant on his spider sense and that kind of screwed him over on this particular time.

The back of his head felt numb as he was down on the ground and there was an adversary that was perched over him.

He looked up and he could see a female figure, dressed in a skin tight black suit. He seemed to be running into a lot of figures dressed in a skin tight black suit as of late. That was a recurring theme in his life.

She hit him so hard that she cracked the headset, which was going to make dealing with this fight a bitch and a half.

"Um….what are you….."

She tried to kick him in the head. The web slinger dodged the attack, her foot nearly cracking against the wall. The web slinger's mouth hung halfway open, and he tried to punch her.

She blocked it. She was as quick as he was, agile as he was, and she had his spider sense as well.

The web slinger found himself knocked face first into the concrete, and she rolled him over, only to wrap her hands around his throat, trying to squeeze the life.

"What's….your….problem….." Spider-Man gasped as her hands tightened around his throat but she looked at him, barely acknowledging that she heard him.

She had her orders, they blinked on through her mind. She had to capture him, bring him in. There was no other way….no other way.

She didn't speak, rather she punched away at him, in a pattern like well-practiced routine. His attempts to avoid her left him open for more abuse.

"Okay, you need to calm down," Spider-Man said, wrapping his webbing around her but she used her spider strength to break out. "And I should have really saw that coming."

She rushed him, hitting him in the side of the head. He thumped down onto the ground, and she grabbed him around the back of the head, forcing him down.

"Just who are you?" Spider-Man damaged and she disappeared. "And she's not one for talking, that's about….."

He heard something behind him, and she stabbed him with something in his shoulder. He became dazed and delirious.

"What….what did you do to me?" Spider-Man whispered, her voice becoming slurred. He could feel the back of his head thump and he searched around for something, anything to grab onto her.

His adrenaline began to pump through and he rushed her.

The spider themed enemy was surprised to see that he grabbed her just like that and rammed her almost through the wall. She gave a surprised yelp, and a groan of anguish with him hurling her down to the ground with a modified judo throw.

"So, you speak, don't you?" Spider-Man asked to her.

"Get away," she confirmed and she kicked him hard in the ribs. Despite his adrenaline working, a kick to the ribs at spider strength wasn't pleasant.

Spider-Man blocked the second attack, and then pushed her hand back. The struggle continued to go, in a titanic manner, pretty much back and forth.

She propelled herself up over his head, wrapped her hand around his head, and forced him headfirst into the wall.

The side of his mask pulled back and exposed his neck. She sank her fangs into him, biting down on the side of his neck.

The pheromones were released but in a way that paralyzed Spider-Man to the point that he couldn't move. He didn't think that his powers worked like that, he wasn't sure his powers worked like that but yet his powers worked like that.

Where was he again?

He didn't know, he was in a daze, and she smiled, perched over him. There was something unsettling about this. Her mouth and a bit of black hair was the only thing that he could see on the other end of the mask.

"Who?"

"You're coming with me," she told him and it was almost like she was robotic, like someone else was pulling the strings.

She pulled the headset that he had on underneath his mask and crushed it like a grape in her hands. Her handlers wanted to make sure that no one followed her and if they did….well she would kill them.

She didn't want to kill them; hence she wanted to decrease the chance that someone was going to follow her. It worked out this way rather well she thought.

* * *

 

Peter Parker, Spider-Man, whatever you wanted to call him, jerked himself awake. His mind was buzzing with something. Trouble perhaps but never the less he shook himself away.

"You know, I should really speak to my agent about the dreadful accommodations that I have here," Spider-Man said to no one in particular. "And I'm talking to myself, that's wonderful, just shoot me, I'm kind of insane. And by kind of insane….well you know what's going on here, don't you?"

"Trust me, Spider-Man, I do."

Spider-Man wondered who was speaking and then he looked up.

"So, you've finally come home, where you belong, Spider-Man," Norman Osborn said as he stared him down. "You're one of the few to come face to face with me in years, the privilege is all yours."

"Yeah, well you're kind of….."

"No, I'm not kind of anything Peter….mind if I call you Peter?" Osborn asked and Peter's mouth hung halfway open. "I'll tell you how I found it out….it was very easy to narrow these things down. One of my interns….a Gwendolyn Stacy, showed you in, and….you got exposed the spider. It bit you, you lived….why did you live?"

"I eat plenty of fruits and vegetables?" Spider-Man asked, trying to make light of this situation.

"Yes, I'm sure your Uncle Ben and Aunt May Parker made sure you ate a well-balanced diet….they must be worried about you right now, maybe I should send someone to check up on them," Osborn said with a malicious grin on his face.

"You….you stay away from them!" Peter yelled, feeling like he was staring in the face of some demonic entity himself.

"I don't think that I need to check up on them, if you give me what I want," Osborn said to him. "What makes you different?"

"Haven't you been able to figure that out?" Peter asked him.

"A dozen test subjects….all of them died within forty eight hours," Osborn told him and Peter's mouth widened. "Except for the one that I sent to capture you…..there's something similar in both of you….it's ingrained in your DNA."

"I don't know….you might want to ask any government agencies because they could have a good idea about what's different about me, but you know what, I don't really know!"

Peter once again tried to escape but he saw the female spider stand to the side through the other side of a glass window. He tried to appeal to her, he saw something in her, she was being controlled. The only hope that he had was to break that control.

"Look, you're just as much of a pawn as I am….do you think that you can….."

"She can't hear you, no one can hear you," Osborn commented, staring Peter down with malice dancing through his eyes. "It's just you and I in that room and she's been conditioned…..but it might be a bit more difficult to condition you. Therefore, there's only one thing that I have to do….."

Peter managed to pull himself free, breaking the restraints with a burst of adrenaline, and he rushed forward. He slammed Osborn into the ground hard.

"You're not attacking anyone, you're not hurting anyone, do you hear me?" Peter asked, looking angered behind believe.

Osborn slipped a stun gun from his sleeve and shocked Peter with it.

"This….is what your friend got," Osborn whispered, holding a vial with a bubbling green system. "But she only got a smaller dose….maybe even a whiff or two of it. Nothing to drastically change her too much. Nothing where she can't blend into society, nothing that can drive her too mad."

Osborn let those words hang and his smile grew wicked.

"What does not kill you, makes you stronger."

Without another word, Norman Osborn stabbed the OZ serum into his exposed right arm. The vessels in his forehead looked fit to pop and his eyes bulged large. His breathing intensified.

"Osborn, what are you doing?" Peter demanded and he could see the man having dropped down to the ground.

The serum, was too much for him. Peter couldn't hear a heartbeat, feel a pulse anything.

He turned around, it was over just like that. Osborn injected himself with an experimental drug and it didn't enhanced his DNA, it enhanced his diseased.

Peter reached over to the console, frowning. One of these buttons had to release him from this room, but the problem was, which one was it?

"What does not kill you, makes you stronger!"

Peter nearly jumped ten feet in the air, and turned around. Osborn's right hand began to pulse and turn an ugly discoloring shade of green.

"Osborn, are you…."

"I feel good, I feel amazing!" Osborn yelled, and he looked up, his face was contorted into a gnarled green misshapen mess. It was almost like it completely melted off and it reformed. His fingernails were claws, his teeth were fangs. His shirt ripped, and his skin had patches of green flesh. It looked like he suffered radiation burns.

He picked up a large piece of equipment, and flung it with ease, nearly crushing Spider-Man.

"You know, I'm pretty sure Bruce Banner has a good case against you for copyright infringement," Spider-Man joked and the Goblin laughed.

"Pretty soon you'll be laughing out of the other side of your head when I knock it off."

A hot blast of fire was just barely dodged.

Spider-Man winced, they were near dangerous chemicals and he didn't know what exactly was going to happen. He figured that he wouldn't like it.

"Spider-Man you've finally met your match, behold the one true goblin….THE GREEN GOBLIN!"

**To Be Continued on July 12** **th** **2014.**


	12. Goblin Versus Goblin Part One

Gwen Stacy would have been in full panic mode, but there would be plenty of time to panic later. She could in theory track Peter where he was easily but there was just one simple little issue.

The part of his suit that she was trying to track, the frequency was jammed. Gwen wanted to scream out to the heavens in frustration with that one. It seemed like someone disabled the headset that Peter and her communicated with.

She stood there in the midst of New York City, and she could hear the sirens. She walked into what appeared to be a huge fight scene, at least there were marks all over the street where two bodies landed.

The marks on the sidewalk were something that Gwen traced with her eyes. Her keen sense of deduction indicated that something knocked Spider-Man out of the air. He landed on the ground hard and then he was in a fight with someone.

Marks were on the wall; Gwen took out a miniature camera and took a few pictures of them. She would have to take a look at them later, because the police was there now and she kind of had to make herself scarce.

Gwen managed to hide, as her father looked around, and for a second, Gwen thought that she was trapped and caught. The blonde waited seconds later as her father looked around.

The breath escaped from her body as her father walked off.

' _That was too close,'_ Gwen thought, walking from the shadows and continuing her investigation.

It appeared that the NYPD were about as stumped as she was. That wasn't really a good thing all things considered. The blonde kept her mind focused on her next task at hand.

If she couldn't get in touch with Peter, she had to get in touch with someone who did. Making sure her voice was masked, Gwen dialed up someone on the phone.

She punched the call through when she was out of the line of fire from the police. If anyone would know, she would. Well actually SHIELD might have a good idea but it was not like Gwen had a direct line to them.

' _Come on, come on, pick up,'_ Gwen thought to herself.

"Hello?" Betty Brant asked after about the fifth ring.

"Miss Brant, I need to know if there has been any news about Spider-Man," Gwen said and she could sense the questions coming in Betty's voice. "Anything that might not have hit the Bugle or the media yet."

"Oh, that's a good one, um and you are…"

"I'm someone who has his well-being in mind," Gwen commented, trying to keep her tone neutral. "I can't reach him and I was hoping that you heard something."

Betty paused, that really did make a lot of sense. The fact was that it should be obvious, perhaps a bit too obvious that Spider-Man would have some kind of mission support to help him through his various problems.

"Let me dig around and see what I can find out," Betty said, there were all kinds of rumors that could be flying around. But she had a sense about how to separate the good rumors from the BS.

Gwen swayed patiently; she was fit to burn someone. The blonde continued to wait and it was about five minutes later where Betty got back on the line.

"Are you still there?" Betty asked and Gwen answered quickly in affirmation.

"Yes, I'm still here," Gwen confirmed, running her fingers through the top of her head. "And….."

"Well this entire thing has blown open," Betty said and Gwen thought that she might have caught Betty at work. There was a loud explosive bellow of Jameson yelling about how there were two of them that rattled her a little bit. "And I trust that you've heard my boss."

"Two of them, they're two of them," Gwen whispered and she could hear Jameson.

"TWO OF THEM? THERE ARE TWO OF THEM!"

"Hmmm, I must have some kind of delayed echo in here," Betty said shaking her head. "Anyway, Spider B, attacked Spider A, and Spider A and Spider B fought. Also Spider B was a she…..yeah I know, poetry was never my strong suit but this one works out well."

"I see," Gwen said. She had been trying to reproduce Spider-Man's powers but it had been difficult. Then again, she didn't have the resources that OsCorp did.

She did know that the OzSerum could be highly dangerous. It was lucky that her and Peter got as lucky as they were. After some digging, other test subjects became horrifically mutated beyond all repair.

"You've been a big help, thank you," Gwen said.

"Really I thought that I was vague…"

"No trust me, you gave me the one vital piece of information that I need to find him, I'll be sure to let Spider-Man know how much of a help that you were," Gwen said, and with building up the anticipation in her mind, she was off.

* * *

Spider-Man dodged the huge fist of the Green Goblin and it just barely missed taking his head off. He had to keep his wits about himself, otherwise he was kind of screwed.

"You know, you're uglier than the Hulk, did anyone ever tell you that?" Spider-Man asked, avoiding the Green Goblin's attacks and the Goblin's sinister laugh could be heard everywhere.

"Flattery will not get you anywhere, Spider-Man," the Green Goblin growled, lifting his hands into the air and sending fireballs off.

Octavius watched and opened his mouth. "You fool, you're going….watch the chemicals."

"I know what I'm doing," The Green Goblin said and he grabbed Spider-Man around the head.

Spider-Man struggled and broke the Green Goblins grip. Thankfully his strength and durability was retained and he didn't get hurt as much as he could.

"Good keep moving, it will make your defeat…"

Spider-Man webbed onto a shelf over the Green Goblin and pulled it. He caused the heavy shelf to smash onto the Green Goblin, trying anything that he could think of to cut him down to size.

"Come on, let's go!"

Spider-Man gained momentum on the back of a cart and launched it forward. The Green Goblin waited for him, a wide grin on his face. He stopped the cart full on with his hands, putting the brakes on Spider-Man.

Green Goblin nailed Spider-Man in the chest with a huge punch. He was doubled over and wheezing. The Goblin's huge punches rocked him.

"Yeah, you hit harder than the Hulk, and you're about as twice as ugly," Spider-Man managed, trying to avoid the blood from pouring from his mouth. Keeping his head up, he saw the Green Goblin rush towards him.

He dodged the attack and got on the Green Goblin's back. There had to be a weak spot but his punches did not even break the skin. Then Spider-Man was hurled off, spinning like a top in mid-air.

Crunch went the web slinger as he went down to the ground. The Green Goblin rushed him, fist outstretched, and primed to drill him in his face.

' _Oh this could hurt,'_ Spider-Man thought to himself as his enemy's fist nearly connected. He braced himself for the next impact but he dodged it.

"I'm getting stronger, I'm getting weaker, this is the superior evolution of Norman Osborn!"

Spider-Man hoisted one of the larger lab tables off of the ground and hurled it at the Green Goblin. The Goblin punched through it, thus putting the kibosh on that plan.

He could see the female spider out of the corner of his eye, watching. Little did he know the complicated thoughts that went through her head.

On one hand, she sensed that Peter was some kind of kindred spirit and had great regret for attacking him. But brain washing and conditioning for months straight caused her not to do anything to correct her attacks. There was some mental battles going on in her mind.

The Green Goblin rushed Spider-Man but Spider-Man used his agility to dodge the attack. The one thing that the Green Goblin didn't have.

Now was the time, it was now or never. Spider-Man essentially dropkicked his adversary in the face, sending him flying through the window.

A crunch responded as The Green Goblin landed down on the ground. For a few seconds, Spider-Man thought that he could breathe easily or at least that's what he assumed.

The female spider watched from above, her mouth curling into agitation, as she had a contemplated what she needed to do.

On the one hand, he was a kindred spirit but she was reminded by a strong, but growing faint voice that the Green Goblin was her master.

Otto watched, eyes wide as saucers. No one should have survived a fall like that but if the serum worked, Osborn pushed his body to the capacity that he could have logically had.

If his calculations was correct, his physical durability was increasing at a rate that was almost passed by how his sanity was breaking down.

He turned towards the female spider. The conditioning of the young lab technician worked out well, and the means that Norman Osborn to condition her was so horrendous that Otto did not even want to live them.

He could sense flashes, flickers of rebellion going through her eyes, but surely it was impossible, wasn't it?

Then again, the impossible could become very possible indeed, he would have to monitor the child just to make sure that she wasn't going off the tracks.

Spider-Man shook his head, he could feel pain going through his concussed head. It was hard to look up and see what was happening around him but he could see the menacing eyes of the Green Goblin staring down at him.

"I don't know how you did that, but you hurt me, you made me taste my own blood," Osborn bellowed, his voice growing more gravely like his vocal cords were changing.

"Oh, that's nice you've….."

Osborn tried to set Spider-Man on fire but his spider sense alerted him before there was an impromptu barbeque.

The web slinger held one of his decoys in his hand and pressed it, causing the Goblin's ears to ring from the pain of the sonic bombardment of his ears.

Spider-Man felt good about holding his own in this fight, but he could feel the pain as he moved his right shoulder. It must have gotten separated in the fall. He tried, to pop it back into place.

* * *

Gwen Stacy was ready to go into OsCorp and do battle with whoever had captured Peter. Her costume was more armored but also fire resistant as well. In fact, it should allow for the fireballs to be more controlled. She had night vision capabilities build into her mask and also a chemical embedded her gloves that should paralyze an enemy, no matter how strong they were.

She was ready to go but she ran into something that didn't improve her mood at all. In fact, it made her mood something most foul.

There he was, Gwen recognized him from Peter's description. There were a group of armored agents that were around him. No Black Widow, but Gwen would have to deal with her on another day.

She stepped forward, like a woman on a mission. Her arms swung by her side as she marched forward.

"Behind the barrier…"

Gwen shoved one of the agents to the side. This got Fury's attention.

"You're the other one."

His voice was completely sharp but Gwen was really not going to back down from him.

"Yes, I'm the other one, and I should have known that you would be in the middle of this, Fury," Gwen said, matching his tone.

"So he's told you who I am, didn't he?" Fury asked, he was cool and collected. "So….you tried to find out about SHIELD, didn't you?"

"Yes, but I found nothing, wasn't for a lack of trying….what are you hiding anyway?" Gwen asked.

"Things that would give you nightmares at night," Fury told him, surveying her through her eye. "You don't get the bigger picture."

"You know, people who talk about the bigger picture often are the biggest assholes," Gwen fired back crossly.

Fury was about ready to respond, but he heard something over the radio.

"You're shitting me, right?" Fury asked and Gwen waited, holding her arms across her chest, as she tried to listen in to what Fury was saying. The man didn't like her what he heard, that was for sure. "No….demands….demands…..what….well get someone in there yesterday, and make sure they find him."

Nick Fury sighed and Gwen took half of a step forward but he looked after her. "Where do you think you're going?"

"I'm going in there after Spider-Man, because you're likely to get him killed," Gwen said, folding her arms across her chest, she was daring, daring Fury to say something against her and the Commander of SHIELD stared her down.

"I know what I'm doing….."

"Yeah, last time, you kidnapped him, so excuse me if I don't trust you to do the right thing….."

"We should take you in, if you're going to be hostile," one of the agents said, his hand on the gun. "It's a matter of national security….."

"Yeah, I've heard that line of bullshit enough to justify oppressing people," Gwen said, fuming, she was willing to fight all of these government agents if it meant getting through towards Peter.

"We have more problems than that, even something that might be even outside of SHIELD's jurisdiction."

Gwen turned her gaze around and Fury followed her, and sure enough they saw a woman standing there. She had a fierce and determined look on her face, looking like she was in her very early twenties. Blonde hair framed her face, along with glowing blue eyes. She wore a military uniform that she fit her nice body rather well.

"Colonel Danvers," Fury said to her.

"It's an international crisis as Osborn launched something into the sky, to trigger explosions at random intervals on his jurisdiction, and….my men have discovered that if we try to sit it down….well it's going to released."

"He's hopped up on Goblin Juice and dangerous, we have to take him out, now," Fury replied in a gruff voice, ready for action, ready to be ready for action.

Gwen frowned; she wondered if Fury understood exactly what he was getting himself into. The small dose of the serum caused several changes, but a larger dose and if Osborn took a larger dose….who knows what would happen?

Gwen had to get inside now, while Fury and his men were distracted.

Thankfully, she knew enough about OsCorp to slip past security. She could hear the sounds of combat coming from above.

The blonde paused and she could hear some loud grunts from above. Pulling out a taser, Gwen made her way towards the guard.

The guard got a shock and was down on the ground. Gwen tried to activate the elevator but it was out of order.

"Great," she grumbled, deciding that there was more than one way to get up there, she figured. It was time to take the stairs and figure out where she could go from there.

* * *

Spider-Man maneuvered awkwardly, his shoulder hanging limply by the side. The Goblin was done toying with his food and he was ready to fight.

' _Well if you're ready to fight, then I'm ready to fight too, Goblin,'_ Spider-Man thought but the Green Goblin picked up a large cinderblock and hurled at Spider-Man.

The web slinger caught it with one fluid movement and whipped it back with a line of webbing, smashing the Goblin in the face. The Goblin run into him but Spider-Man jumped over him.

"Come on and…"

The glider shot out of the underneath the Goblin and a pair of rockets shot from it, which caused Spider-Man to dodge them.

"Hey, trying to fire rockets indoors, hasn't your mother told you that was dangerous?" Spider-Man asked but he heard the evil sadistic laughter of the Goblin. It brought chills down his spine.

"Well, it might not be nice, but I'm going to show you what I can do to you, Spider-Man," The Green Goblin howled in sadistic laughter echoing. A rocket with a goblin shaped head fired.

The gas caused Spider-Man to grow light headed and several more objects fell onto the ground. Sonic toads bombarded his ear drums with loud sounds. The sharp blade on the glider shot out but Spider-Man dodged out of the way.

"Oh, that was a close shave," Spider-Man muttered and he shook his head. He really needed to stop making the bad puns; they weren't exactly that healthy for him.

The web slinger dodged the attacks once again, as the Goblin destroyed one of the lower labs.

Spider-Man could see the female spider stalking her way down the stairs, slowly slinking her way closer to him.

It was kind of a distraction, and the Goblin grabbed him around the head, smashing him hard against the wall.

"Sorry, do not pass go, do not complete two hundred dollars!" The Green Goblin shouted at the top of his lungs, standing over the battered form of Spider-Man.

"Really, we're going to quote board games here," Spider-Man grumbled, but his jaw was sore. Not completely dislocated but it was a bitch to talk.

Goblin grabbed Spider-Man and hurled him into a glass table, causing him to crash through it. The Goblin dropped down and choked Spider-Man, shaking him like a rag doll.

"Why don't you just stay down?"

"Sorry, can't….."

Goblin stomped his foot into Spider-Man's stomach, grinding it into his chest.

"But I insist," The Green Goblin said, picking up Spider-Man by the back of the head, and slamming him against the wall hard.

Spider-Man felt like he was being hurled around like a rag doll. Goblin destroyed his web shooters with a stomp, causing his hands to be tied when the webbing was shot out.

' _Oh tied by your own webbing, that has to be….'_ Spider-Man thought but the Green Goblin hoisted him up once again, ramming his face into the edge of the wall.

"I can feel the breath slowly escape your body, just think….just think of what you could have done with a bit more power," Green Goblin whispered, but Spider-Man managed to kick off with his feet.

Despite the face his hands were still tied up by his own webbing, he kept kicking away at the Goblin valiantly.

' _I should have made this stuff a bit less strong, but I didn't expect to be the one tied up,'_ Spider-Man managed, flipping up over the back of the Green Goblin's head and plowing him into the wall hard.

Spider-Man grabbed a piece of broken glass and tried to slice himself through. The Goblin took advantage of his distraction by punting him in the ribs.

A large piece of equipment was slammed down on Spider-Man's back and he could feel the bones crushing.

"This is it, Peter Parker, I've proved how much stronger that I am…."

A fireball nailed the Green Goblin in the face mid-monologue. He screamed as his face was burned.

"Who dares touch me?" he bellowed, the charred flesh on his face looking like an extremely nasty sight.

"That would be me," the woman who stepped forward commented. She was dressed in body armor, and she held what appeared to be some kind of energy cannon over her shoulder, locked, loaded, and ready to fire.

"Who are you supposed to be?" The Green Goblin asked.

"You can call me….." Gwen commented and she paused. She figured now was time for a name. "The Goblin Queen."

"There's only one true goblin and you're…"

The energy cannon fired him in the chest and knocked him out the window, hopefully to the pavement below.

"Well, this is overkill," Gwen said as she walked over and tried to remove the piece of equipment from on top of Peter.

She spotted the female spider standing there, a confused expression on her face.

"You're their puppet….." Gwen told her and the girl's mouth hung halfway open.

A pair of strong hangs reached through the hole in the wall and yanked Gwen through before she could say anything. There were the sounds of a struggle behind the wall, but it was out of sight and out of mind with both spiders.

Spider-Man tried to push the large piece of equipment off of him, but with a broken right arm and a separated left shoulder, this became a laborious process.

* * *

The web slinger could feel the life draining from his body. There was no question about it, he had given it his best but it had not been nearly enough.

' _Come on…..Gwen needs help…..'_ Spider-Man thought, sure she could handle herself, but a little extra help went a long way. The web slinger strained himself, trying to push himself out of his predicament. His shoulders were a little bit sore, and they got even sorer the more he tried to fight out from his position.

With a burst of adrenaline, he shoved the piece of equipment off of him.

That was all that he could do, as he faded a little bit. He was battered, broken, abused, and there was no way he could even hold his head up.

"I'm done," Spider-Man whispered, as he tried to keep his jaw set but once again, he faded to a position where he slumped down on the ground.

"No, you're not."

The female spider picked him up and hoisted him into a fireman's carry, managing to climb her way up the steps.

"Why….."

"I woke up, just be still, and…..there's only one way and you don't have much time," she told him, she worked on this experiment before she was volunteered for a test subject.

"Are you….."

She made her way down the steps and laid Peter down on the table. She stood looking over him and pried open the chamber.

"You can't do this."

Doctor Octavius made his way down and faced off against her, trying to stop her from saving Spider-Man. He knew this was not going to end well.

"Are you his puppet as well?" the female spider asked.

"Miss Drew, you're not well….."

"No, actually I'm better than I ever have been in months," she told him, staring him down. "You either let me do this, or I'll move you out of the way. But this is a wrong time for you to grow a set of balls."

Octavius moved to grab a remote control which put her in a dormant state but she snapped out of it, pulled it out of his hands and grabbed him by the throat, throttling him.

"Now, there's no need to be irrational," he grunted, gagging against both of her hands placed firmly upon his throat.

"I think that I do."

She shoved him into a power grid which had been damaged from the earlier fight. The electricity shocked him and there was a pain as the chip that controlled the robotic arms had gone haywire.

Now with him out of the way, her path was free and open. She looked down at Spider-Man's face, his mask having been ripped in the battle.

"So, just hang in there, and I'll fix everything," she told him.

"What are you doing….."

"Best case scenario, the serum should jump start your healing properties, but it's a controlled process," she told him as she hoisted Peter's battered and broken body into the chamber.

"Wait…if that's the best case scenario then what's….."

She sealed the chamber, there were a few worst case scenarios, but there seemed to be just enough serum to do this right. What Osborn did with that much OZ, she didn't know. Then again the past few months had been a haze.

She really hoped that this would not lead to the worst case scenario but there was only one way to find out. Pulling the lever, the remaining serum released in a mist form.

Peter coughed and Jessica crossed her fingers that this would turn out for the best.

Something started stirring inside the chamber.

**To Be Continued on July 19** **th** **2014.**


	13. Goblin Versus Goblin Part Two

Spider-Man felt a chill going through his body. It wasn't the only time that his DNA was shifted and changed, but it was a bit more unnerving than the first time this happened. His eyes bulged and his veins bulged, his body shifting.

Would he turn into a mini-goblin that they would need to put down? It was smaller than the dose that he suspected that Norman got but larger than the one he and Gwen shared the first time. There were questions and why wouldn't the infernal buzzing in his ear die down? He didn't know and the more he didn't know, the more frustrated that he became.

' _Hurts, so much,'_ Spider-Man thought, clamping his fist together until it practically was turning blue. The web slinger could feel his heart pump even more blood through his body and he tried to hold his head up but he collapsed down onto a heap on the ground.

Then suddenly, he was reborn from the grave. Just like Norman Osborn was, which did not strike him as a good omen. His fingers twitched as he slowly returned back to life.

Spider-Man got up to his feet, but he was weak. His head still rang as he tried to readjust his thoughts.

"Easy does it, there could be complications but I don't think that there will be."

Spider-Man heard her talking but he could not really comprehend what she was saying all that well. Then again the loud grinding in the back of his head was becoming more than a little bit problematic to be honest.

"What kind….."

"Trust me, you don't really want to know, but take it easy, you'll strong enough to weather the storm," she told him, nervously biting down on her lip. Jessica hated all of these unintended variables. "The door's jammed….damn it…."

He pushed the door open and he staggered out.

"Well it didn't heal your costume, but that can't be helped," Jessica told him. "Oh, and I'm Jessica Drew…..I worked with this project as an assistant and I got volunteered for it."

"You seemed to be a bit robotic when I talked to you the last time," Peter said and Jessica shrugged her shoulders.

"Something woke me up, I really can't explain it, well actually I kind of can," Jessica said, and her body gave a full shudder.

"If you don't want to talk about it I understand…."

"It isn't that I don't want to talk about it, it's the fact that I don't want to remember it," Jessica told him. "Or maybe it is that I can't…"

Peter tried to repair enough of his costume so that he could go out.

"My web shooters, they're wrecked….." Spider-Man said and suddenly webbing shot from his wrists. They splattered against the wall and he looked around, surprised with what happened. "What the….."

"Your powers are more evolved, somewhat like mine I think or they will be soon," Jessica said and Peter looked at her, with a corked eyebrow. "Well, at least that's my assumption, I don't know for sure, nothing is for sure….."

The sound of the doors blasting open broke this conversation before it really could get started. Peter turned his head slightly, and was face to face with Nick Fury.

"So, there you are, I thought that I would be carrying you out of here in a body bag," Fury said and Peter looked at him.

"Hello Fury, nice to see you as well," Peter said, not keeping the sarcasm out of his voice.

"Look, as much as I would like to chat with you, we've got a huge problem, Osborn is…"

"What is Osborn doing?" Peter asked suddenly and Fury looked a bit incensed at being cut off. But any outrage that he might have had left his face promptly.

"Look I'll handle this…."

"Never mind, I'll have you handle it, because I have to find him, he dragged….her outside," Peter said, he figured that Fury knew about Gwen but he didn't want to give him the satisfaction that he knew, if he was somehow wrong.

And could this be one of those instances where he was wrong? Peter didn't really know but he wound find out. The web slinger geared up, wondering what other new surprises these powers would bring.

"Do you need my help?" Jessica asked him.

"Yeah, all of the help that I could get could be nice, try and remember if there's anything that he told you that could help us beat him," Peter said without missing a beat and Jessica smiled.

"Yeah, I'll try, but I don't know how well I'll do," she admitted, allowing Peter's arm to snake around her waist. It allowed her to steady him as well which was a bonus.

The two of them swung off and they heard the screaming population, which was always a good sign.

Peter and Jessica saw two figures fighting their way towards the Brooklyn Bridge. They couldn't quite make out who was winning the fight, but Peter knew that who he was cheering for.

' _Gwen, I'm almost there.'_

* * *

Gwen should have known that the first blow would not take the Goblin out of the fight, no far from it. The blonde pulled herself up to a standing position, blood pouring from her mouth. She wondered when it was that she lost control. Then again, she didn't lose control, did she?

"You think that you can beat me, you got lucky with your powers, I'm stronger," The Green Goblin yelled but Gwen caught him with a glancing blow which cut him off mid-monologue.

"Your body gets stronger, your mind gets weaker, while my mind and body both increase," Gwen said, managing to knock the Green Goblin off of his glider. She tried to impale him with his blade but he skillfully blocked it with his hand.

"It isn't going to be that easy."

Gwen screamed as she was knocked off to the side. She lifted her hand and tried to burn the Goblin.

"Oh, you want to play with fire, do you?"

Gwen braced herself with what was coming. The armor she wore was mostly flame proof but she pushed back the attack. The blonde nailed her enemy in the face with a hard attack.

The bridge wobbled and Gwen hoped that the structural integrity would hold up. Or this would be a catastrophe.

"Oh don't worry, the bridge won't fall," the Goblin whispered in his harsh brutal voice and he raised his hands to go for Gwen. "YOU WILL!"

Gwen threw a disc out of her sleeve and the Goblin's senses were assaulted by brutal stimulus. He was bent over and Gwen reared her arm back, nailing her enemy with a hard punch. She nearly cracked her knuckles against his chest. Her knuckles bled underneath the impact.

' _Okay, that kind of sucked…..'_

"Do you understand, I can't be hurt, by anyone!" The Green Goblin howled at the top of his lungs.

One of the SHIELD transport vehicles fired on the Goblin. He picked up one of his bombs from the glider and hurled it.

Gwen sighed, using her telekinetic abilities to stop the vehicle from crashing hard into the ground. Her eyes looked fairly bloodshot but she eased the vehicle down.

The wind had been knocked out of the blonde as she was shaken after this attack.

Then the Goblin knocked her down from behind, wrapped his hands around her throat, and tried to choke her out.

"I crushed your boyfriend and now I'm going to crush you," The Green Goblin whispered but Gwen summoned all of the strength she could, powering out.

A huge punch knocked the Goblin back a few inches and Gwen bent over, wincing at her cracked knuckles, which dripped blood.

"You really thought that would work….."

"That was just a teaser, I guess," Gwen said, grumbling. Her wrist snapped and it slowly healed, really painful as it did so.

Having a healing factor was great and all but it sure didn't cancel out the pain that someone received. The blonde clutched her arm close to her body, biting down on her lip hard.

"You've run out of ticks, haven't you?"

"Freeze, stop what you're doing, in the name of SHIELD!" Nick Fury yelled, as he held an energy cannon over his shoulder.

"Yes, because that works well, a really big gun," The Green Goblin said but the missiles shot down in an attempt to wipe the Goblin out.

Gwen wondered if Fury lost his mind, and sure enough, the Goblin was back on the glider.

"Mine's bigger!" The Green Goblin sang, shooting the missiles through the air from the glider and impacting the SHIELD vehicles.

Gwen almost let Fury fall.

Almost.

She saved him, but not before she made him sweat it. Not before she made sure his life flashed before his very eyes, well eye.

"I only saved you so you live with what you did later," Gwen said, and she dodged the Goblin trying to take her out.

Did she develop her own Spider Sense? She didn't really know but it would be interesting to find out. Another close shave with the glider came really close to taking her head off. The blonde's heart thumped against her chest a little bit more.

She was trying not to get stressed out, easier said than done that she thought. Especially with this monster that was breathing down on her neck.

"Why are you smiling?" The Green Goblin asked.

"Oh, just thinking of all of the ways that I'm going to take you down," she said, she hoped to be out on the field more often.

Sure enough, that stirred him up a little bit, and Gwen jumped on his back. She raised her hand and clapped her hands onto the side of his ears.

The bell clapper was a dirty tactic to use in a schoolyard fight, but damn if it didn't work. Especially with someone who had enhanced hearing. The blonde dropped down and picked up one of the Goblin's explosives and hurled it at him.

The boom was like music to her ears.

* * *

Spider-Man showed up at the edge of the bridge, he really hoped that he wasn't too late at all. The web slinger could see the closing moments of the battle between the Green Goblin and Gwen off in the distance.

He stopped and refused to think that he could be late. Showing up, Spider-Man dropped down, with Jessica showing up.

"This ends tonight," Spider-Man said, closing his eyes and he launched himself up, ready to go in for the kill.

The Green Goblin moved around, his vision impaired and Spider-Man kicked him in the back of the head. This snapped the Goblin out of his painful trance and he turned around, mouth open wide.

"How….that's….that's impossible!" The Green Goblin cried and Spider-Man stood before him, not saying for it.

The web slinger jumped in the air and caused the Goblin to crash down. The Goblin got all the wind knocked out of him.

Gwen stepped around, she could sense that the Goblin was struggling to move.

"His heart's about to give out, I think," Gwen said and sure enough, the very sight of him was a horrifying enough sight to see.

"You….."

"Trust me, I think that he is," Gwen said but the Goblin wasn't going to take them down with any kind of fight.

His bloodshot eyes stared down at them and both Gwen and Peter were grabbed by the throats suddenly. His pulsing green hands locked over his throat.

He was in the position where she wanted them and she kicked him as hard as possible. The Goblin backed off the bridge and Gwen did a back flip, landing in Peter's arms.

The Goblin flew off of the bridge, falling right to his doom.

Gwen wiped the blood from her mouth and Jessica joined them.

"So, you're the other one," Gwen said, finally continuing the conversation that she wanted to an hour ago.

"Yeah, but I come in peace, don't worry, I'm not going to hurt you," Jessica said, trying to lighten the mood.

The thunderous laughter of the Green Goblin could be heard and he pulled himself back up. There were parts of his glider impaled into his back but he returned back to his feet. The healing factor kicked in, with increased intensity.

Gwen watched, she hoped that this wouldn't happen. He returned, stalking them, practically foaming at the mouth.

"You've got to be…. _ **fucking….**_ kidding me."

"You haven't seen the last….the last of me," The Green Goblin growled as he slumped down and then collapsed right at their feet.

Peter, already having seen him fall once before, was a bit apprehensive of saying that he was dead. He wasn't going to count his chickens before they hatched. Even Jessica looked like she agreed with him.

"So, it's over, isn't it?" Jessica whispered intensely to him and Peter didn't really know.

He could see SHIELD approach the Goblin on the bridge, and Fury was leading the charge. Peter, Jessica, and Gwen all were tense, to see what would happen now. It was almost like time stood still.

"Make sure he's not breathing, I don't want any problems with this," Fury growled as he stared down the fallen Goblin.

The Goblin was taken care of granted, and Gwen, Jessica, and Peter could not help but think that they were going to get some kind of lecture about something.

Especially given that Jessica, despite being a pawn, could be considered dangerous. She closed her eyes.

"Now, keep in mind that if it wasn't for us, the Green Goblin would have enacted a brutal attack that would have wiped a bunch of people out," Peter said and Fury's one eye locked onto Peter's eyes.

Time continued to move on slowly as Fury spoke to him. "I'll deal with you in a minute, don't move."

Peter stopped, turning to Gwen and looking at Jessica, who frowned.

"He does have a lot of nerve," Jessica whispered and a blonde woman that Peter hadn't met before turned up to join them.

"Don't mind Fury, he's actually being almost polite for once in his life," the woman said and she looked at the three of them. "Carol Danvers."

"Well, I'm sure that you know who I am," Peter said.

"Assume that I don't, plausible deniability," Carol said with a smile as she looked at him. She did but she was not going to admit that where it would go on public record. "Can't believe that Osborn went down the rabbit hole that deep, but the signs were there."

That was one thing that they could agree. Gwen never really worked directly with him but she heard rumors of his weird and sometimes inappropriate behavior.

"I really think that he's going to offer you three spots in SHIELD," Carol said and Peter, Gwen, and Jessica exchanged looks with each other.

"Not sure if I'm just going to jump because Fury said so," Peter said and Gwen responded in a more firm voice.

"Sure that I'm not," Gwen said, the kidnapping of her boyfriend really grinded on her and it would be a long time before she even thought about forgetting that.

"What if….."

"Don't worry, Fury won't try anything, not unless he wants a scandal that would ruin the security of his little Big Brother operation," Gwen said, trying to reassuring the girl.

Jessica smiled, she hoped that Gwen was right, because she didn't want to escape one prison to be pushed right back into another.

* * *

"So, Osborn is in custody, " Fury said as he stared down the trio who looked at each other for a few seconds.

"Yes, good to see that you do your job and put an actual dangerous person away," Gwen said, and she smiled. "Unless he is dead….."

"Well we shouldn't assume that, even if with a body, and if you think that you do….you have a lot to learn," Fury grunted and he and Gwen stared each other down. It was starting to become uncomfortable. "You did a good job in staying underneath the radar, you managed to surprise him."

"Surprised you by the looks of things," Gwen said with a smile on her face. She could not help but being smug.

"The element of surprise only works so often, and there will be other threats, bigger, more dangerous," Fury warned them, as they were packing in. "SHIELD could use your help."

"Well, SHIELD could also cultivate better trust by not kidnapping minors," Gwen replied as she stared them down.

"Yeah, I don't think that I want to be part of an organization that does something like that," Peter said and Fury looked sour.

"You don't know….."

"Actually, we do know," Gwen replied, she wasn't going to be bullied and neither was Peter. While Jessica was not saying anything, judging by her body language, it was obvious that she really wasn't either.

"You shouldn't make this any more difficult on you than it is," Fury said and there was an intense stare down between both sides.

"I think that I made our stance perfectly clear," Gwen said, she didn't want to fight with Fury, but if he pushed her, she would have no choice but to lash out. The blonde wasn't something who was going to let things go that easily.

"I see your point," Fury said roughly as he looked back at the blond. "You should know…"

"You should know that we're perfectly capable of making our own decisions," Gwen said, sharply, she wasn't about ready to take him down.

"Just remember, if you step one toe out of line, we won't hesitate to bring you in, any of you, and this time, you won't be coming home."

Peter and Jessica locked eyes and Peter slowly turned towards his fellow spider infected individual.

"I'm pretty sure that he was threatening us," Peter replied, and Fury was already walking away. "Well that went more cordial than our last meeting."

"I wouldn't mind him," Carol added, as she pretty much popped out of nowhere. "Don't take it personal but…..he's not going to let up and he has a way of getting the things that he wants."

"We'll see," Gwen said, she had that quality to herself as well. Funny how that really worked out. The blonde wasn't going to give in that easily and listen to Fury.

"So, where do we go from here?" Jessica asked as Carol walked off.

"Where do you go?" Peter asked.

"Well before I was brought in….I did have an apartment…..you know and a life….even though I didn't have too many friends or family, and I'm sure that Osborn made it look like that I walked off on my own accord like a selfish bitch," Jessica rambled, her heart beating quickly. "But, I'm not sure if I could have gone back to my old life even if I wanted to after all of this."

It went without saying that she really didn't want to and who could really blame her. After a life of amazement and wonder like this, Jessica really was returning to a life that was considered to be dull.

"I was exposed to more of the gas," Peter told Gwen.

"Yes, I could tell with the way you were shooting around the organic web shooters," Gwen said, keeping her eye on the SHIELD transport. The group walked out of the picture. "But….I hope that it doesn't have any more complications."

"Well it could bring his power set along my lines, with the fangs, the stingers….and I guess more increased pheromone control," Jessica said.

"What do you mean?"

"Well, you can control the pheromones a lot better, at least you should, and can even use them as a weapon," Jessica said but she shrugged. "Then again, these are just theories, I can't really be for sure what they are."

"Well there's only one way to find out, isn't there?"

Peter smiled, it was time for him to play lab rat again.

Carol walked off, leaving the group and then she got a call from SWORD, which she was working at.

"Yes…yes….you're kidding me…..are you sure that you've…..you've never seen anything like that in your life, have you?" Carol asked and she paused for a second. "You think that the ship is inhabited…..and a worm hole literally opened up…..you know it might have passed through dimensional barriers…..I've seen things that are far stranger…..I'll be up there, don't go anywhere."

Carol thought that there would be something interesting to this but what, she didn't know. She looked forward to finding out.

If some alien vessel crashed through, from another planet, maybe from an alternate dimension but she'd find out soon.

* * *

Jessica sat down, tentatively waiting to see the good news, if there was any good news. She sat there in her bra and panties, but she found herself not minding the arrangement that was to come.

Anyone who was watching could get a good look at her. Her long dark hair framed her face, along with gorgeous green eyes. She had soft facial features, along with a slender neck. She had perfect sized breasts, about a large C-Cup, borderlining a D-Cup. Actually close enough to a D-Cup that she would call it so, because of her enhanced powers. Her flat stomach showed the figure, along with her curved hips, and her long legs.

She kept stealing looks at Peter, licking her lips as she did so. He sat there, in his boxer shorts. His muscular physique could be seen and she wanted to run her hands all over him. After getting a taste of him earlier, she wanted the entire package. It was tempting to take him down, to mate him, to do anything. She could feel a twitch in between her legs, she was pretty sure that it was perfectly normal.

"So are we good yet?" Peter asked but he could feel Jessica's hand slowly rest on his thigh. She was trying not to be too blatant but at the same time, if he met her eyes, he could see the lust.

"Well, there doesn't seem to be nothing really too bad from this initial battery of tests, increased stamina, organic webbing….the other things that Jessica told you might not have developed yet but we'll keep checking in for the next couple of months," Gwen commented, seeing the pair of them. She slowly stripped off her jacket, to reveal that she was wearing a black tank top. Her breasts strained as her shirt rode up to reveal her toned stomach.

"Yes, I suppose so," Peter said to her and Gwen reached forward, pulling his pants down a little bit.

"Doesn't seem to be too much swelling."

"Keep doing that, and that could change," Peter said, catching her eyes.

"Oh, I'm sure that there are other side effects as well," Jessica said, working her hand up, so it touched Peter's lap.

Peter groaned as her hand touched him, it was a nice soft grip on him, that much was for sure. He grunted as she worked him over.

Gwen ran her hand down from the other side of him.

"You check out pretty good Peter, but we want to make sure if you can still rise to the occasion," Gwen said, licking her lips as she pulled him out. "And how rude would I be if I didn't let the guest have the first taste?"

"It would be a pleasure," Jessica said, hungrily licking her lips but first she straddled him, grinding her body against him. It was quite the body to grind against him as well, to get him teased, to warm him up, to work him over.

"I'm sure it will…."

Her soft lips found his and Peter closed his eyes, as her hands roamed all over his body. She slowly grinded her way all up and down his body, leading to greater friction being created. His hands touched her backside and it was quite the backside to touch.

"You better go down on my boyfriend well if you know what's good for you," Gwen demanded and Jessica smiled as she slipped down to her knees obediently.

Jessica's hot mouth wrapped around his throbbing tool and Peter groaned, grabbing the back of her head. She really was applying a delightful amount of suction to him, and it really was getting his motor running nicely.

Gwen smiled as she pulled down Jessica's panties to reveal her smooth center. She brushed her fingers across her snatch and she breathed in heavily, as the blond slowly manipulated her lips in the center.

Jessica closed her eyes and Gwen pushed her fingers into her, she worked her talented fingers into her, adding just the right amount of heat to really get Jessica all riled up. The dark haired woman could feel Gwen put her through the paces and it felt extremely good. It felt better than good in fact, it felt excellent.

Her moans got even more intense as Gwen worked her tongue into her.

Peter groaned, he could feel Jessica's tongue on him, it was wet and stuck to his manhood. It caused him pleasure, as her pheromones shot. It caused his balls to fill up rather quickly but it was through the self control he had that he just managed to barely avoid spilling his load down her throat.

Jessica lost her mind, and she was determined for one thing and one thing only, to have Peter's cum into her mouth. Then he would be inside her body.

Gwen licked her insides with her tongue, giving it a good cleaning and then she suddenly stopped, a wicked idea.

Jessica nearly lost it and Peter pumped his cock into her mouth. Gwen's tongue worked into Jessica's pussy and her fingers pumped into her sweet ass.

Eventually Peter grunted, and he unleashed a heavy load of his cum into her mouth. She slurped it up like a dying woman in the desert.

He was barely able to take a breath and she was now on top of him.

"Inside me," Jessica whispered, feeling pleased that he was hard once again. She stroked his cock a little bit more to make sure it was rock hard. Then while closing her eyes, Jessica brought herself down upon his manhood.

Her walls stretched and brought him inside her. This felt really good and she clenched him, riding him slowly up and down, working him between her smoldering hot thighs. Closing her eyes, she continued rock himself up and down his manhood.

Gwen watched her perfect ass bounce and she could not wait to test it out, to stretch out, to torment it out.

She watched Peter's eyes closed as Jessica worked her tight center around him, smashing her hot center around him.

"Fuck me, oh fuck me!" Jessica panted, grabbing Peter's shoulder and slamming himself.

She felt something brush up against the entrance of her asshole and Jessica paused, she couldn't believe it….surely not.

But yes it would, it slip inside her. The woman groaned as it filled her from behind. The thick dildo pushed into her backside.

Jessica closed her eyes as she was double stuffed from either side. She pushed herself down onto Peter, as her ass was violated, Gwen taking out what she did on her ass.

"Oh, that feels really good," Jessica panted as Gwen pushed into her from behind, rocking into her from behind.

"I know it does," Gwen commented, running her hands down Jessica's perfect breasts and she was lighting up her pleasure to another degree.

Jessica closed her eyes and Gwen pumped into her from behind. The thick tool buried into her body and Peter pumped up from above.

"Damn it, so good, so close, I think I'm going to….."

"You better not hold back then."

Jessica could feel her mind blown wide open from what he was doing. Her slick walls caressed him, pushing up and down onto him. The woman rode him a little bit more, going higher and higher.

Gwen smiled, as Peter was about ready to be driven to the edge, pumping her pussy full of his cum. Gwen groped Jessica's breasts as she rammed into the spider powered female from behind, giving him the verbal simulation that was needed.

Peter's balls grew heavy with his seed and they were about to burst.

"I think that I'm going to do it," Peter grunted, pumping up into her body and Jessica grinded herself down onto him, like a corkscrew working him over.

His balls throbbed and he launched a strong load into her body.

Jessica came hard as he did, and pheromones shot through the air. Gwen thanked her lucky stars that her windows were closed, because she did not want to explain why there was a neighborhood wide orgy.

Peter emptied his load into Jessica and she pulled off of him.

Jessica was down on her back and Gwen pushed her strap on into her.

"Oh god, Gwen," Jessica whined, biting onto her lip. She could feel her body stretched out in entirely different ways from the blonde vixen hovering above her.

"Yes, I am your goddess," Gwen said, as she prepared to take Jessica and Peter looked at her.

Her juicy ass was so tempting and Peter was going to take it.

That was the way that Gwen wanted it, he slid into her tight ass. The blonde groaned as Peter rammed into her from behind.

"Oh fuck," Gwen whined as Peter rammed into her ass hard from behind.

Peter could feel her hot ass tighten around him and he grabbed her hips, pushing deep into her body. The blonde bit down on her lip and Peter continued to work himself into her. The blonde could feel his efforts increase as he worked her over like he owned her and Peter smiled, pushing his hands on her hips, bringing his length into her.

Gwen bit down onto her lip, and Peter pushed her over. She made sure to give Jessica a working over.

Jessica thought that she was going to lose her mind with this combination of sensations going through her. The scary thing was that with their collective stamina was that they could do all this weekend and into Monday.

Speaking of going deep into something, Jessica could feel her pussy oozing with juices. She was pretty sure that had to be a side effect from her powers.

The next thing that she knew, Gwen was whispering something to Peter; she couldn't quite make out what it was.

Then seconds later, Jessica found her back put up against the wall, literally, very literally, the webbing pinning her against the wall. How she ended up there, she didn't know?

She could see Gwen preparing to mount Peter as well, looking over her shoulder with a smile on her face.

"NO FAIR!"

Gwen blew Jessica a kiss as Peter was sheathed inside her tight pussy.

"Damn, you feel hotter than ever before," Peter grunted, grabbing her hips and pushing her down on her body.

"For you, yes," Gwen panted as she worked her hips down onto Peter, gaining momentum as she increased the friction, with the two of them pushing up and down on each other.

Peter grunted, with Gwen's hips grinding up and down on him. She rode him like a stallion and he could see Jessica struggle, in her attempts to free herself from being webbed to the wall.

The fact that she was bound like this, this was causing her to get increasingly wet. Bondage had been a secret kink of hers but this was without the fun part, so it's burning her up inside.

"I think that someone wants something," Gwen whispered to Peter, biting down on his shoulder as she was reaching her edge. Peter pushed up against her.

Jessica panted, whined, the webbing was tight around her breasts, and she was left hanging, quite literally in more ways than one. She should be able to break this webbing with her own strength, but why couldn't she?

"COME ON!"

"I think that she wants you to come in me, Peter," Gwen teased, kissing Peter's collarbone, grinding herself up and down.

His balls tightened a little bit more, and Peter was about ready to oblige Gwen.

The two felt the rush of adrenaline as they came together with each other, with Peter firing a sticky load into Gwen.

"Well, the abundance of your webbing has increased with your upgrades."

Gwen smiled as she rested her head on Peter's shoulder. His strong arm pulled her in tight and Jessica was webbed to the wall.

"Don't know how long the organic will take to dry, do you?" Gwen asked and Peter smiled at her.

"Well, it's kind of a crapshoot to be honest with you," Peter admitted to Gwen and Gwen rested on him. "So….."

"I think that a few more tests should be in order, just to make sure," Peter told her and Gwen gave him a wide grin.

"Of course, they should be," Gwen said, as she straddled Peter and Jessica whined as she couldn't free herself. "Consider it a challenge to your abilities to find a way out of there."

"But I don't want," Jessica whined, she was still wet and horny and wanted Peter. Gwen was teasing her just as much as she was teasing Peter and it was kind of insufferable to be left hanging like that.

Really bad spider related pun obviously intended.

"But it'd be worth the wait," Gwen said in a sing song voice and she smiled, pressing her hands down on Peter's pelvis and grinding herself against him.

Jessica was drooling about the erotic sight and she did take a lot of stock in the fact that she could free herself. Her hand got numb as she tried to push herself out but that just made things all that more amazing.

' _Just wait,'_ she thought, she would have more of him, once she got a taste, she couldn't wait for more.

* * *

A mysterious redhead surrounded in mist watched the proceedings, with a smile on her face.

"Well things are about to get interesting, the Green Goblin was just the beginning, there are other challenges to come."

She watched the battle, with the vision of foresight; she saw what was in the cards.

It would be a bumpy right but they were ready.

**To Be Continued on September 6th 2014.**


	14. Soothsayer

**Chapter Fourteen: Soothsayer.**

* * *

 

Six months passed since the fight between Spider-Man, The Hobgoblin, and Spider-Woman against the Green Goblin. During that time, Spider-Man made all sorts of new friends and this guy he was fighting now, well he must have been amongst his most persistent or maybe his most annoying.

Actually most annoying could be a good word and kind of sad really. He must have run into this guy every other week this past summer. Even when he went away on his sacred mission this past summer, he managed to squeeze his guy.

"Really Herman, we keep doing this again, and again, and again," Spider-Man said as he dodged Shocker as he tried to drop a stone pillar on the top of his head. Spider-Man managed to web the ceiling up before it could fall on anyone's heads. "Do you have a rich Uncle that keeps bailing you out or something?"

"Shut your trap!" Shocker growled but Spider-Man avoided the attack.

The stimulating conversation that Spider-Man got form this guy, it was really amazing.

"A rich Uncle and you're wearing your Grandmother's quilt, that's kind of quaint," Spider-Man said, narrowly avoiding Shocker's attempts to take him down. "And we go around again and again."

The web slinger dodged the attack, and Spider-Man slide underneath the attack. Shocker was wearing this red and yellow monstrosity, and a pair of goggles. He did modify a pair of sonic drills to use as his shock gauntlets.

The first time Spider-Man fought this guy, he nearly was beaten because he was too busy laughing at the absurdity of his opponent.

That was the last time that he took him less than seriously and also the last time that Shocker managed to get the jump on him. Which was really for the best as far as Peter was concerned. Having a near loss to someone named Shocker was not something that a friendly neighborhood Spider-Man wanted on his resume.

"He's really asking for it isn't he?"

"With these continued crimes, his outfit, or that name," Spider-Man said to Gwen, who had taken out some of Shocker's men as they tried to get away.

That was scary, not the fact that Gwen took out his goons, even though Gwen could be pretty scary when she was determined. No, it was the fact that Shocker had goons at all that was kind terrified them. Talk about drawing the short straw in the minion game to be the Shocker's goons.

That was actually the type of thing that made him almost competent and Peter did say almost competent.

"STAND STILL!" Shocker yelled and finally he took out the last pillar.

"Really you must get the grand prize for the dumbest villain who ever lived award, oh let me count the ways, so many of them," Spider-Man said, mockingly waving good bye to Shocker as he stepped back.

Three, two, one, and boom goes the dynamite. And done goes the roof on Shocker's head. The good news, for him, was that the costume protected his hard head.

' _I'm not sure if I damaged anything of any value in that noodle of his, in fact, I'm pretty sure that I didn't,'_ Spider-Man thought.

That being said, he looked down at Shocker who grumbled and cursed at his enemy.

"So, Shocker, I hope you learned your lesson this time, but I doubt you didn't, and I guess you were doomed from the start given that name and that costume," Spider-Man said, shaking his head and making sure that Shocker was webbed up nice and ready for easy pick up for the police.

The police that still had a price tag on his head, as he reminded himself constantly.

' _The perils of being a hero,'_ he thought and he shook his head.

"So, did you take care of Shocker?" Gwen asked.

"Yes, he's like of like an annoying little gnat, not really that dangerous in the grand scheme of things but you still want to swat him on general principle," Spider-Man said, swinging away from the scene of the crime. "So…..how is the preparation for ESU going?"

"I can't say that I miss high school too much but judging from the maturity level of a few people I ran into during orientation, it's not exactly a bad thing, so all you have to do is survive your senior year, and you'll be ready for anything," Gwen said to him. "I'm sure Liz and Mary Jane will make sure you don't get yourself into too much trouble, and Jessica mentioned that she wants to go back to school and enroll as a student teacher. And I'm sure more girls will fall into your lap."

"Yes, I'm aware of all of this, thank you very much," Peter said and Gwen gave her boyfriend a smirk.

"Just keeping you on your toes, and now that Herman is wrapped up nicely, I've got a nice little surprise for you," Gwen said and she paused and asked him a question that she wanted to run by him. "So is the organics working well for you?"

"Yes, very well," Peter said with a smile, going past a billboard with the mug of J. Jonah Jameson on it.

' _Well there's a prime target for pigeons,'_ Spider-Man thought, shaking his head as he passed over it through the night and continued to trek onwards and forwards. He had a feeling Gwen had something in store for him, but what, that was the question.

* * *

 

While Spider-Man was fought the seedy criminal element in the city, there was a figure that loomed in the shadows that was plotting a brand new scheme. Robotic limbs flickered from one side to the other, with the man watching, waiting.

"Some call him a vigilante, others call him a hero," the man whispered in a low voice, peering at the latest images that flicked across the screen. He studied Spider-Man's movements, assessing his strengths, and his weaknesses. Along with the weakness of the criminals that he fought. They assumed that they could handle Spider-Man, but they went in without a game plan. They were fools to the end.

The man lifted one robotic limb and shut off the monitoring equipment. His body remained in the shadows, with one word escaping his lips.

"I call him what I say he is, and that is a nuisance," he whispered, his arms wiggling, almost on their own accord but he closed his eyes and they stopped, he pretty much had them under his own accord.

The limbs once again twitched and he paused.

"Spider-Man and Spider-Woman, both of them are the reason why I'm in this state, that and that fool Osborn, but he's taken care of, in SHIELD custody, and he won't be getting out any time soon, if his higher brain activity even ever returns," the man in the shadows said, he twitched the edge of his robotic limb around the knob and turning it.

He had been left for dead in the lab fire, but he pulled himself out and patched himself up sometime later because he was a survivor.

SHIELD overlooked him; perhaps they assumed that he was a scientist, an innocent puppet doing Norman Osborn's bidding. Or perhaps they were too preoccupied with other matters. It didn't matter.

Up until the moment where he had suffered the shock that had fused his robotic limbs to his body, he had.

Doctor Otto Ocatvius was a spineless little whelp who had worked for Norman Osborn because it was the easiest thing in the world to do but now, he looked as if he was going to move forward.

He recalled the image in his mind, how Jessica Drew knocked him hard into the console. The electricity fried his brain, the inhibitor chip protecting him from permanent brain damage, but at the same time, being destroyed, fusing with the base of his brain.

The girl should have never been given that kind of great power and Doctor Otto Octavius felt that it was his responsibility to make sure that it was pulled away from her in an instant. The female spider was the more dangerous of the species, especially in this case.

Which left him to Spider-Man, Spider-Man, how Norman Osborn obsessed over him for months.

"I know the feeling," Otto muttered, once again looking over the notes that he had made, both after studying hours of footage from Spider-Man and also from the notes he took working with the young man up close when he was unconscious for several hours at OsCorp all of those months ago.

There was one important piece missing from the puzzle and Otto looked on, he plotted for the demise of his enemies.

They would all remember his name as the man who took down Spider-Man.

"His powers, they've increased since his exposure to the OZ, organic webbing, and he may have increased pheromone output, along with stingers and fangs developing soon, if they haven't already," Otto said, looking to the progress chart. "And other mutations that might be…..less than desirable."

He smiled at that fact; there was a small probability that the spider could become more spider than man.

He would have to chart the potential progress but right now, he put together a plan. Only fools rushed in, wise men took their time.

Otto picked up one of his arms and crushed a hapless spider on the ground. He saw it a sign of things to come.

* * *

 

After their mission, Peter returned back to Gwen's house, where he was really spending a fair bit of his time this summer in between the summer adventure that he and Jessica had been on. Then again, he was close enough to being of age and his aunt and uncle trusted him.

' _Perhaps a bit more than I would have trusted myself,'_ Peter thought with a smile but then again that was the great thing about something like this. The web slinger dropped down, now in his civilian clothes.

Gwen waited for him in a lab coat and if Peter knew his girlfriend, she wasn't wearing much else underneath it.

"Sorry it took me so long…"

Gwen smiled and kissed Peter. The searing kiss increased with both of them trying to work their tongues into each other, their hands roaming each other's bodies and their flesh feeling the pleasure of their strong hands roaming all of it.

"It doesn't matter, I would have been out there with you…if I hadn't had to deal with orientation today, but I had to see the last few minutes with your battle with Shocker."

"Well, it was one for the ages, I think they keep letting him out, out of pity."

"Well to be fair we have a bit of a revolving door system."

Gwen snuck behind him and slowly massaged his shoulder, which Peter allowed. Mostly because he had a slightly banged up arm from the fight. That being said, he took a lot of punishment and most of it healed quickly.

"So, Senior Year, people call it a fuck off year, but I don't agree…..one of the toughest years of your entire high school career, but it prepares you for college, which isn't too different," Gwen said, continuing to work her fingers over the back of Peter's neck. "And since you have a birthday fairly early in the school year, you'll be eighteen soon enough."

"Yes, I will," Peter said, and Gwen retracted her arms from him.

"I'm sure that you're going to be meeting a few new girls, and I'd be disappointed if you didn't take them," Gwen told Peter with a smile on her face, and there was a flier on the table. "Oh, the Fantastic Four are giving one of those guest lectures at the Baxter Building, and I hope you didn't mind I signed us up."

"No, how did you get in…"

"I didn't have to sell my soul to the devil if that's what you meant,' Gwen said with a smile on her face, placing her hand on the back of her head and she invited Peter to sit down. She did so on her lap. "It's just, I finally get to meet Susan Storm, you know how much she's my hero, I mean, blonde, beautiful, and brainy, what's not to like?"

"Well, with attributes like that, who could say no?" Peter asked and he looked at her.

"And with her powers, you could be having sex anywhere, and she could be watching and you wouldn't even know it," Gwen suggestively whispered and Peter raised his eyebrow.

"Actually….that's true," Peter said, that could lead to some hot possibilities. "Isn't she and Reed….."

"Reed Richards is gleefully married to his test tubes and it looks to be a happy long term marriage, plus him and Tony Stark could be going into some kind of contest for the official title of the absent minded professor, although at least Stark will notice a pretty lady, a bit too much for his own good," Gwen said and there was no need to elaborate. Tony Stark's various misadventures were well documented. "But never mind, that's in a few weeks, and it was a mad house to get the tickets, a lot of people had to be turned away."

"Yes, that's…well thank you Gwen, I'm sure it will be educational…."

"Just don't let on you are Spider-Man, because I'm sure Reed Richards would want to keep you and hug you and call you George, and put you in a lab forever, or at least try to," Gwen said to Peter and they laughed. "But anyway, back to school, are you feeling well?"

"Still have some kinks with the stingers and the fangs aren't quite full formed, but the organic webbing is working like a charm. And pheromones…..are at a manageable level. Providing I don't get aroused."

"Well, you can't help it, and attractive women will find more excuses to arouse you, both as Spider-Man and as Peter Parker," Gwen told him with a suggestive smile.

"So, I was thinking about something?" Peter asked and Gwen looked at him, her eyebrow raising, looking fairly curious. "You know about my powers."

"Yes?" Gwen asked him.

"You know, all of the women, they might not be too keen to share," Peter replied. This was like the elephant in the room that he didn't really want to bring up. "So far, a lot of them have been fine with it, but you know how women are…"

"We sometimes murder each other over the same pair of shoes or dress, as opposed to a guy, right?" Gwen and Peter raised his eyebrow, but Gwen shifted in his lap and placed her finger onto his lips. "Relax, I said it but to answer your question, your pheromones not only attract women but make them more relaxed to this arrangement. They might not be happy about it but…..you know, they're kind of addicted to you in the first place by the time they have a chance to question it."

"I see your point," Peter said, then again there was a lot about his pheromones that gave him the edge.

"Remember, they don't attract anyone who wouldn't be attracted in the first place," Gwen said him.

Peter smiled. "Well aware of that, thanks for the reminder."

"So, I've got a surprise for you upstairs," Gwen and when she was sure that Peter was all ears, she pressed on. "You remember the final batch of enhanced webbing, the one that lasts eight hours?"

"Yeah, but I don't really need that with the organics,' Peter said and Gwen smiled.

"I know, but all of that webbing, you want to put it to good use now and not want to waste it, don't you?" Gwen asked him and Peter gave her a small smirk at that thought.

"Yes, really good use in fact," Peter agreed and Gwen grabbed him, leading him up the stairs by the hand.

Peter honestly did wonder what the idea was with this one and when they crossed the threshold of the bedroom, Peter saw something interesting.

It was Mary Jane Watson and Jessica Drew webbed to the bed, with no place to go. Even though Jessica technically could go someplace, she chose not to.

"Well that's putting it to good use."

Gwen's lab coat dropped to the ground and as suspected, she wasn't wearing a stitch of clothing underneath it.

"Let's begin," Gwen said, placing her arms around Peter, and using her telekinesis to slowly remove his clothes. She smiled, he grown in muscular frame over the summer, thanks to his summer project training and not that he wasn't a good sight before, but not it increased.

' _I'm going to have to work on making sure that these bitches stay in line even harder.'_

Peter smiled and viewed the alluring show of Mary Jane and Jessica squirm on the bed and Gwen turned towards him, running her hand down his body, reaching her way down his body.

"Let's give these girls some more webbing to add to their sticky predicament," Gwen said, and she reached herself down and clasped Peter's groin, squeezing his huge cock. The young man's eyes flickered shut and pleasure filled his body.

"Well I'm…..not really complaining," Peter whispered and Gwen smiled, stroking his manhood, working her hand up and around him. The blonde was really teasing both of the girls.

Mary Jane watched things eagerly, she agreed to help Gwen in an experiment of some sort but this was not really what she had in mind. Her pussy became increasingly damp with the thought of what Peter could do to her and she watched Gwen jerk Peter off eagerly. She wanted him inside her and in the worst way.

Jessica wanted the same and she struggled to break it or perhaps she could but she didn't want to because it was turning her on to be tied down like that.

Gwen grabbed his cock with increasing strength, gripping it in her hand and pumping him faster, swifter. The blonde had an iron grip on his manhood and Peter closed his eyes, with the blonde working up a storm as she kept pumping him. The young man closed his eyes and the pleasure increased the more that she stroked him.

"Getting closer," Gwen whispered and Peter smiled.

"You….know it….."

"It took a few more minutes of tense stroking from Gwen, working him over. The blonde continued to work him over and eventually his balls tensed up, the pleasure about ready to increase the more that she worked him over.

Peter grunted and his balls let loose their juices, splattering the waiting faces of Jessica and Mary Jane. Their faces were slathered with Peter's cum and Gwen continued to pump him to completion.

"What a mess, perhaps I should clean that up."

Mary Jane whimpered, with Gwen over her face and the blonde slowly licked her face and then the blonde switched tactics to grope Jessica, causing the woman to pant.

"Peter, I need you inside me," Jessica whimpered, her pussy was burning up, and her nipples were so stiff that they hurt. Peter smiled and Gwen looked towards him.

"Wreck her Peter, I'll play with Red here," Gwen suggested, lovingly caressing Mary Jane's face and breasts, causing the redhead vixen to whimper.

Mary Jane went nuts underneath Gwen's touch and the added visual stimulation off to the side where Peter hovered his huge prick over Jessica's dripping snatch caused her to be lit up with even more pleasure.

' _Oh yes, do it, do it please,'_ Mary Jane begged her.

"PETER, YES!"

Jessica felt herself crammed full of his manhood and her tight walls got even tighter, the more that Peter worked himself into her.

"I like a tight pussy like that, especially when you use your spider strength," Peter said, playing with her tits.

Jessica panted, she was in heat, for lack of a better term. Her hips wiggled up, trying to bring Peter inside her. The more pleasure he gave her, the more things excited her. Her loins burned up in the ultimate amount of pleasure and she panted, her hips rising and falling with his manhood sinking its way into her body.

"Take….take me all the way, please, please, I can't stand it anymore."

Mary Jane could feel Gwen's fingers pumping into her, she was causing something to enter Mary Jane's pussy and it caused her pleasure. Suddenly Gwen kissed down her body, taking time to fondle and suck on Mary Jane's tits.

She brought her right hand down, her fingers warm and Mary Jane squirted her tasty juices on Gwen's fingers.

Mary Jane hoped that this webbing never dissolved because she loved being dominated like this.

Jessica was more of the same, she wished that she lift her legs, bringing them around Peter, but she would have to make do with what she had. She could feel the pleasure continue to pump in between her legs, desirable, delicious heat increasing between her thighs.

Peter buried himself further into her and the woman pumped herself up, mewling with the deepest, the most sensual of desire, and the woman continued to work herself up towards his manhood when he went so deep into her out.

"Fuck, oh fuck, more, deeper, more," Jessica said, it seemed like the orgasms she experienced caused pleasure to spike through her body.

The woman clamped around his tool and tried to pump him, she wanted him inside her and she wanted his load, in the worst way.

Peter allowed her legs to get released and things got hotter, with her soft but strong thighs wrapping around his hips, allowing him to pump into her.

His balls twitched but he closed his eyes, trying to hold back his explosion. Her pussy muscles manipulated him and pumped on his cock, milking his thrusts in time.

"Going to….."

"I know, my spider sense is tingling," Jessica whispered with a saucy smile on her face and Peter buried his face into her tits, tasting them. That caused her orgasms to increase with frequency and his manhood worked into her deep and fast.

The two individuals allowed their orgasms to happen in tune with each other. His balls drained their fluids out into her waiting womb, injecting his essence into her body. She pumped herself up towards him, rubbing his manhood between her thighs.

Jessica collapsed, her hair clung to the side of his face and the smile never leaving her face. It was smoldering and it was hungry. She panted for a few seconds and spread her legs a little bit more.

"Oh, that's excellent, great, but I want more, and you know how I am about getting what I want, so….."

"Hey, I want a turn," Mary Jane begged, while Gwen skillfully manipulated her pussy, she needed a real cock inside her.

"Don't worry, I'll keep Spider Woman here busy, take care of our insatiable redhead," Gwen said and Peter moved over.

He could see Mary Jane's pussy juices and he could smell some of Gwen on her, but that being said, Peter's cock was rock hard and ready to go.

He slid into Mary Jane with ease and she panted, with the webbing finally dissolving, which showed how long they had been at this.

"I want to be on top, please let me be on top."

Peter smiled, allowing her to turn him over, and Mary Jane pulled herself up, lining her pussy up against his rod. She prepared for invasion and she felt the pleasure heighten through her loins and her body heat up.

She slammed herself down onto him, both of them moaning in time with each other. He slid into her deeply, and her walls went down upon him, his balls tingling the more she worked down onto him.

"Face it Tiger, you just hit the Jackpot," Mary Jane moaned and her pussy tightened around Peter. Her orgasm got near when she pushed her hips up and down on him and increased the pressure around his tool.

"Seems to me that….oh I'm not the only one who has hit something," Peter whispered and Mary Jane smiled, bringing her sweaty globes up.

Peter eagerly licked and sucked them, causing the redhead to become very vocal with her screams.

Gwen was just happy that the walls her fairly thick and the door was shut. These screams might have disturbed the peace of the neighborhood. The fact that her father took late hours these days helped immensely.

Jessica felt Gwen's tongue slide into her now and the brunette could feel her orgasm bubble to the surface again and again. More pleasure increased with the woman being taken to a new level, to newer heights yet.

Gwen felt her arousal coat her tongue and she brought it out of her.

"Let me….return the favor, please," Jessica begged her.

Gwen decided to shift her position and accommodate Jessica. The two females relaxed in a sixty nine position, their tongues eating each other out.

"Now, that's really fucking hot," Mary Jane said, with his cock hitting all of the right places. The redhead could feel him push into her, and she spread her legs deeper, causing him to bury him to her.

"Oh, how do you stay say tight?" Peter groaned and Mary Jane smiled. Peter pushed his manhood deep between her smoldering hot thighs and took her and took her hard as he could go.

"Less talking, more fucking, tiger," Mary Jane said, rearing her head back, her red hair framing her sweaty face, and her nipples got even harder.

Peter took one of them into his mouth and suckled on them, his mouth pressing against her hard button.

The sinful display of sweaty skin continued, with Mary Jane riding Peter further and further to the edge, her tight walls closing around him and she moaned even more.

Peter hit his limit and reached his peak, just as she reached hers. Both came together, with the age old mating dance rapidly reaching a conclusion.

It was time to switch again, which they did throughout the entire night.

* * *

 

Midtown High, it was amazing how fast summer vacation could disappear in the snap of an eye. And Peter Parker was back on top of things after this summer. Liz and Mary Jane would still be there, even though Gwen no longer attended the school.

There were a couple of new faces that Peter noticed, there, including a trio of girls who were making their way around the school.

They had the usual "Freshman" faces of confusion, but at least two of them seemed pretty much older than a Freshman.

The first girl was a cute brunette with freckles. She had piercing brown eyes that looked adorable. She wore a black shirt that fit nicely over a modest pair of B-Cup breasts, riding up a little bit to show her midriff along with a pair of jean shorts. Her hair was tied back in a ponytail.

The second girl was a brunette as well with a streak of blue through her hair. Her eyes were a shocking violet color, that could really stand out in a crowd. She wore a white top that stretched over her C-Cup breasts, along with a flowing black skirt that stretched down past her knees. She wore sandals over her perfectly looking feet with high elegant arches.

The third girl was of striking beauty who stood in a shimmer of light. She tied her pair back tied back in a ponytail and she wore a pair of glasses. Her baby blue eyes burned with so much passion, but she was more annoyed than confused. She wore a tight red top that showed off her tanned and toned midsection, along with a pair of jean shorts, and nice thigh high boots.

Peter, being the gentleman he was, decided to go over to them and see if they needed any help.

"Excuse me, are you three lost?"

The brunette turned towards him and she looked grateful that someone decided to help them. "Oh, yes, we can't find our way to the Admissions office….you'd think that they would kind of send a map with any letter for new transfer students."

"One would think that, but see that set of doors down there?" Peter asked the brunette and she looked towards the other two, who nodded in agreement.

"Yeah, we see it," the brunette said, with a nod.

"Walk down, and it's on the third door on your right," Peter told them and the brunette smiled.

"Thanks, you've been a big help um…" the brunette said and she looked at Peter who smiled at her.

"Peter Parker, at your service," he commented to her and the brunette smiled. The blonde in the glasses shifted a bit, there was almost like she recognized that name.

Peter would have to ask that later.

"Right, I'm Kitty Pryde," she said and the blonde with glasses smiled.

"I'm Kara Danvers," she told him with a smile.

' _I wonder if she's any relation to Carol Danvers,'_ Peter thought but he reached forward to shake her hand.

"Pleased to meet you Kara," Peter said, shaking her hand and noticed that she had a strong grip.

Kara looked at him, there was something….interesting about him. The blonde sensed it. She could see that her two companions next to him were as interested as well.

"And I'm…Amanda Sinclair," the brunette said with the blue streak through her hair said, and Peter looked at her strangely. She gave him a dazzling smile.

He could tell that it was an alias of some sort, but he wasn't sure what the reason was. That being said, he allowed it. All needed their secret identities after all.

"Well pleased to meet you, Amanda," Peter said, shaking her hand and looking at her.

Even Kitty and Kara looked dubious and Kitty looked at her in particular.

"Right, we better take care of this, make sure everything is in order," Kara said, shaking her head. She thought that she was the only one with a secret, but judging by how "Amanda" was acting, she obviously wasn't.

Carol managed to sort most of everything out regarding her, using her contacts. Given the nature of how she arrived her, it would have been a shit storm if anyone found out. Some people did, but thankfully it didn't leak anywhere it shouldn't.

That being said, she was really interested in getting to know Peter Parker later. Given that she enrolled as a Senior and he was one, she had a feeling that she would be running into him all too soon.

Peter walked off and Mary Jane was waiting for him at the foot of the stairs.

"So, you made some new friends?" Mary Jane asked, with a suggestive smile towards him.

"Just trying to lend a helping hand," Peter told her and Mary Jane smiled at him, knowingly patting him on the elbow.

"Well the more the merrier….how are you doing Liz?"

"Pretty good Mary Jane," Liz said, greeting her friend with a tight hug, but then again, both of them got rather close over the summer months. Getting ravished by the same man would do that to you. "Peter, how are you….."

The hot Latina cheerleader pushed herself towards Peter, her arms wrapping around him, her lips pressed against his, with a searing kiss.

Mary Jane waited for her turn and Liz looked over towards her, with a satisfied smirk dancing upon her lips.

"No, don't mind me, I'll just hang around here," Mary Jane said with a smile on her face. "Although if you wait too long…..you'll get your first tardy of the year."

"Right, I'll see you after school, Petey," Liz said and Mary Jane and Peter walked to class, since they had the first class together.

"There's something interesting about the three girls that I met…"

"Well I'm sure that you can uncover all their dark little secrets later," Mary Jane said with a smile on her face. "But Gwen told me to keep a close eye on you when she's not here, and that's what I'm going to plan on doing."

"Well, you take your great responsibility seriously," Peter told Mary Jane and she smirked.

"Very seriously, Pete, very seriously," Mary Jane said, shaking her head with a smile on her face.

* * *

 

Another day of classes, another day as Spider-Man, but Peter Parker wondered why he was here of all places.

He was in a room of pink smoke, which never was a good thing. It meant that he inhaled a chemical during an experiment, a bit more than he should have. At least he hoped that that was the case, he didn't really know.

"Hello?" Peter asked, shaking his head.

"Come closer, Spider-Man, I have been expecting you."

"Okay, that's kind of foreboding," Peter said, and he paused and waited to see what was going on.

He dressed as Peter Parker but she addressed him as Spider-Man. If that didn't hint that something was amiss, he wasn't sure what would.

"Come closer, that's it come as close as you can."

Spider-Man, against his better judgment, did step closer. He was surprised with what he saw. He saw an attractive redhead who was in her early thirties, but she kept herself in good shape. Her red hair flowed down past her back, tied in a ponytail, and she wore a pair of red glasses. There was a red trench coat over her body.

"Who are you?"

"I was known as many things in a past life, but you may call me Madame Webb," she told him and she smiled. "We've been watching you Peter Parker, you and Jessica…..and we must say, we are pleased with your progress."

"Um thanks," Peter said, he wasn't quite sure how to take this one and the woman smiled a misty smile.

"But do not allow yourself to rest too easily, for there is still a lot to be done," Madame Webb informed Spider-Man. "One who rests too easily will suffer greatly, and you already know with great power, there must also come great responsibility."

"A lesson that I've learned too easily….what is coming…"

"It may be something dire, it might be nothing but a false warning," she told him.

"Madame Webb isn't the name you were born with, was it….."

"Nor was Spider-Man the name you were born with, but here you are," she commented.

Julia Carpenter grew intrigued by this particular version of Spider-Man. He had unique challenges all of the same, but at the same time, the perils that the web slinger would hold were something that was not unique.

"So what am I doing?"

"You must learn to follow your instincts, I will be there to help you the best I can but even foresight might not help with what is coming. You have done well so far. But that's the easiest part."

Peter disappeared and woke up with a start in his bed. He shook his head.

' _And here, boys and girls, is the perils of eating way too much Mexican food too close to bed,'_ Peter joked to himself.

There was a pause and his cell phone rang. It was well after midnight but he saw it was Jessica, so he should best pick up.

"Yeah, Jess, what is it?"

"Pete, was it just me, or was there some strange woman in a cloud of pink smoke invading your dreams as well?"

"Oh, really you too….you didn't eat too much Mexican food, did you?"

"No," Jessica replied, frowned at that line of questioning and Peter sighed.

' _Exactly what I was afraid of?'_

"She was kind of vague on the answers front, wasn't she?"

"Yes, she was, kind of, and the threat of physical violence didn't deter her," Jessica said with a frustrated growl.

' _Exactly what I was afraid of for sure,'_ Peter mentally amended.

"So, are you going to figure this out?"

"Yeah, I'll figure this out, I'll be over in about an hour, let me get dressed," Peter said, hoping that he could sneak out.

Since his first patent went through, all he could do was wait for the dollars to come in. He was thinking about his own place and moving in, which would make this spider stealth thing be a lot easier.

* * *

 

A room full of different kinds of hunting trophies stretched as far as the eye could see. The man who held all of the trophies in the room, well he was an interesting individual to put things mildly.

Sergei Kravinoff, better known as Kraven the Hunter, was a middle aged Russian man in his mid 40s. He had been on the hunt for a long time but he had slacked in recent years, thanks to his age getting the better of him.

Kraven was looking for one more big game to hunt and he looked at the latest newspaper, he saw Spider-Man's latest exploits in the paper.

' _Perfect,'_ Kraven crowed, he could not have thought of a better opportunity.

It was time to take a trip to the Concrete Jungle of New York and hunt him Spider-Man.

He sharpened his knife and it was ready and willing to go, but he would need a fool tools. He saw the trophies of some of the rarest beasts on Earth but nothing was rarer than the Spider-Man.

It would also conquer a demon that Kraven mentally battled since he was a small boy but that was neither here nor now.

**To Be Continued on September 13** **th** **2014.**

* * *

 

**So just a few quick notes, this chapter was vital for setting the stage for a lot of things that will be happening, over both this set/season of thirteen chapters, and into the third set/season as well.**

**There are some obvious hints where we're building and what Peter and Jessica have been up to during the time skip. Or maybe it's not obvious, but I think that it's obvious.**

**Oh, Herman, you're the top of the bottom. Maybe on your best days, you're the bottom of the top. But you can't catch any respect. You're the Dangerfield of Spider-Man's rogues gallery.**

**As for the three girls, one is obvious who she is, one is sort of obvious who she is/is based off of, and the other…..well there's a hint of who she is if you look extremely closely. Peter's powers are going to hit big time right when he encounters a lot of super powered and frustrated female mutants. Poor/lucky bastard, isn't he?**


	15. The Deadliest Game

**Chapter Fifteen: The Deadliest Game.**

* * *

 

"It was really nice seeing you again, Peter," an attractive brunette waitress told him when she cleared up his table. Her hair tied back in a professional manner even though her professional demeanor wavered when she talked to Peter.

"It was no problem, you know I like to come by here," Peter said.

"Well, I'm sure that I'll be seeing a lot more of you," she commented and she turned around, before walking off.

"So, even random waitresses are interested in the Peter Parker experience?" Gwen asked with a smile on her face.

"Well, you knew that this was going to happen," Peter argued.

Gwen smiled and nodded as the two of them got out. "With your powers, you could attract a wider scope…..and that girl…..what was her name again…"

"Wanda, I think," Peter said, racking his brain.

"Well, if you go past a little more than casual flirting, you better do more than think," Gwen commented with a smile. "She had been here pretty much every day that we ate here, you know."

"Oh yes, I know," Peter agreed and Gwen stared at him. "Sorry, just a little bit weirded out about what happened the other night."

Gwen nodded, that was very understandable that it was.

"So, this little vision quest thing that you were one….." Gwen asked Peter.

"Not just me, but Jessica as well," Peter said.

Peter looked over his shoulder to see if there was anyone following him. After what happened, one couldn't blame him for being paranoid.

"The fact that both of you were involved with it, lends some credibility that there was something going on there but what, I don't know," Gwen commented, the two of them walking up to ESU. It was fortunate that their favorite hangout was right across the street. Gwen was about ready to start her first set of classes this week. She figured that she would take Peter to meet her student mentor. "Madame Webb…..is she some kind of mutant or something else?"

"She's something alright," Peter told her.

"Miss Stacy, we've been expecting you, come this way please," the man at the front desk said, a half of a cup of coffee away from being awake. "Down the hallway, your student mentor is about ready to meet you down the hallway."

Gwen and Peter made their way down the hallway. This gave Gwen a chance to mull over what the hell happened. On one hand, the woman told Peter that something was going down but on the other hand, there is a whole lot of vague that was going on around what was happening. She chewed on the bottom of her lip.

"We'll worry about it later," Gwen told Peter, patting him on the arm softly.

"Right," Peter said, so far, there was absolutely nothing right now.

Sure enough in the office, Gwen's student mentor was waiting for her, and the two of them looked at her. She was a woman who would most certainly stand out in the crowd. Her long red hair flowed freely down past her shoulders and her gorgeous green eyes stood out. She was wearing a blue blouse that was buttoned up, along with a black jacket, and a nice flowing black skirt that stretched down past her legs. It was obvious that she had an amazing body, with high firm breasts that were more than a handful, a flat toned stomach, and long legs, along with a shapely ass. She wore a pair of stockings and high heel shoes that fit her image.

"You must be Gwen Stacy, and you are….."

"Peter Parker, I'm her boyfriend, I'm escorting her here," Peter commented to her, and she smiled. "I'll be starting ESU next year."

"Pleased to meet you Peter, Gwen," the redhead said, her eyes locked on Peter for more than a second, before she shifted her attention to Gwen in a professional manner. She gave them a warm smile. "I'm Jean Grey."

"It's a pleasure to meet you, Jean," Gwen commented, shaking her hand.

Jean smiled, the truth was, that while she was here to help out an incoming student, she was also here to keep an eye on a person of interest that had special gifts. That was beside the reason why she was here.

"I've seen your entrance exams, and I'm impressed," Jean told her and she smiled. "Just keep that up and you'll have top honors here."

"Well, it's nothing really," Gwen said modestly and Jean shook her head.

"No, believe me, it's something," Jean told her and the smile went across the woman's face. "Why don't I show you around the school, and if you have any questions….I'll be able to answer them. And since you're starting here next year, it wouldn't hurt to give you a sneak peak, now would it, Peter?"

Peter smiled. "No, Miss Grey, absolutely not."

"Please, call me Jean," Jean commented, with a smile as she checked him out.

She didn't know exactly what it was just yet but there was something about him that got a girl excited.

Jean lead the way first, which allowed Peter and Gwen to get a good look at her ass. Gwen smiled knowingly at Peter.

There would be plenty of time to get to know this one better.

* * *

 

Peter Parker and Gwen Stacy left ESU a couple of hours later after the grand tour.

"So, there's something about her, isn't there?" Gwen asked and Peter smiled.

"There is a whole lot of something about her," Peter said and Gwen nodded.

"Well, I'm sure that I'll get to spend a fair bit of time with her, so I'll be able to feel her out and she was checking you out," Gwen said, not really beating around the bush.

Speaking of beating around the bush, Peter could hear something rustling around the area of the bush.

The young man made sure that no one was looking, before he held out his hand, and shot the webbing into the bush. There was a yelp, and an extremely familiar redhead was pulled out.

"Well, look Peter, it's a wild Black Widow," Gwen said, looking down at the red head spy. "Either she's getting pretty sloppy, or you're getting better."

"You might have pulled a fast one on me last time, but not this time, Widow," Peter told her and Natasha was down on the ground. Gwen allowed her up for now, way too many witnesses. She did lean in with a demanding whisper. "Is there any particular reason why you're skulking around the bushes?"

Natasha brushed herself off. It was just as well she got their attention. "Actually, it's not for you this time…"

"Really?" Gwen asked her, and there was a fair amount of skepticism in her voice.

"I know that you find that hard to believe….."

"I find that extremely hard to believe," Gwen commented, hands placed firmly on hips.

Natasha sighed and got straight to the point.

"I'm tracking someone who could pose a danger to him," Natasha said and Gwen's mood did not improve, in fact it darkened.

"You know…..you could have told us this, because that's information that we need to know," Gwen said, throwing her hands into the air. She was disgusted with SHIELD and not for the first time.

Likely not the last time either come to think of it.

"Okay, I guess you have a point," Natasha replied, staring down at Gwen and Gwen's lips curled into a frown and there was a fair bit of "yeah, you think" to her glare.

Gwen's agitating glare pieced into her face. "You guess?"

"Fine, I know, are you happy?" Natasha asked her and Gwen folded her arms.

"Not particularly," Gwen said but Peter could tell that there was going to be some kind of tense situation that he really didn't want to deal with right now. So he pretty much cut to the chase.

"Okay, what do you want, seriously, what do you want?" Peter asked Natasha and the red head female raised her eyebrow.

"His name is Sergei Kravinoff."

"Never heard of him in my life," Peter replied and Natasha sighed, there was an explanation that was in order, she thought.

"Well, he's a big game hunter, he fancies himself as the big game hunter," Natasha informed him, consulting the portable SHIELD database. "And he only hunts endangered species."

"Seems like a winner," Gwen said, darkness clouding her voice.

"And he's hunting the most dangerous game of them all…..Spider-Man."

"First of all, there's more man, then spider," Peter said.

With the upgrades that he had, he wasn't completely sure. But he was certain that there was still plenty of man to this spider and there were a lot of women that would back him off.

"Kravinoff wouldn't care about the distinction, the man is deranged," Natasha told them and Gwen's eyes flashed angrily.

"And he's after Peter?"

Natasha nodded, and she looked over her shoulder. She half expected the big game hunter to make his move now.

"But he doesn't know who Spider-Man is?"

"I don't know," Natasha said and Gwen decided to come off with another catty remark.

"And here I thought SHIELD knew everything, but I guess Fury couldn't keep his eye on dangerous game hunters who hunt humans coming into the country," Gwen said and Natasha, without missing a beat, handed Gwen and Peter the print out.

"This is what Kravinoff looks like, he should be considered armed and dangerous, hopefully you never have to deal with him," Natasha said.

They looked at the flier and looked at her, but the Black Widow was on.

Peter couldn't resist commenting. "Like it or not she has some serious style points."

"I don't like it," Gwen grumbled and it was Peter's turn to pat her on the shoulder.

"So, that just complicates things, I mean, don't you just love when a dangerous game hunter is after you?" Peter asked and Gwen shook her head.

"Let's go, we've got more problems than we thought," Gwen said, wondering if this was the challenge that this Madame Webb was talking about. "But I think that the next time you get her alone, you should make her pay for what happened last time, by taking it out on her ass."

"I'll keep that in mind," Peter commented.

* * *

 

Spider-Man was out into the city, this was really another day in the office to him. He fought numerous villains. This was one of the ugliest and potential meanest that he ever threw down against.

Rhino, he was a mean as he was ugly. One could consider him to have a face that only a mother could love and that was long after she went blind.

"Finally, I've been waiting to settle a score with you, web head," Rhino growled, and the web slinger dodged the attack.

"Really, because we do kind of have to count to keep score, something that I don't see you excelling at too much," Spider-Man said when he dodged the attack of the stampeding Rhino.

The web slinger zipped over the top of his head and he smashed into a newsstand.

' _Huh, who knew that print media was still alive and well,'_ Spider-Man thought and he could see Rhino who was on the prowl.

Spider-Man zipped over his head again and caused him to smash head long into several objects. The web slinger did it again and again, and again, and again.

Rhino turned around, grabbing Spider-Man around the throat, and shoved him against the wall. The large man dressed in a rhino costume charged him forward. Yet again Spider-Man dodged it. Even the most patient man had to admit how monotonous this would get.

Rhino was taken down, not by Spider-Man's webbing. Instead it was by a net shot from the sky that did a remarkable job in wrapping up the rhino.

"A good game, but you're not the one that I'm searching for."

A large man dressed in a black top that stretched over his muscular frame, a vest that looked like it was the hide of a lion, and black knaki pants dropped down to the ground. He stood in front of Spider-Man welding the spear.

"Greetings, Spider-Man, I'm Sergei Kravinoff."

"Oh right, well I was kind of in the middle of something, so why don't you Kraven Off or something?" Spider-Man asked and he winced, his bad joke sense was tingling.

The man charged with an overly large hunting knife.

"Oh boy, it's the great white hunter, I swore that the Black Widow was supposed to snipe him," Gwen commented over the headset. "Do you need….."

"I'm good," Spider-Man said, webbing the knife and yanking it out of Kraven's hand. The web slinger nailed him with a huge kick to the face, knocking him down.

Kraven whipped his hand into his vest and pulled out several glass balls, tossing them into the air.

Spider-Man coughed, the blinding gas once again causing him to become light headed. Kraven charged him forward, like a bull.

Spider-Man dodged his attack and grabbed Kraven around the head, flipping him over. As nimble as a cat, Kraven landed on his feet. He pulled out a gun and fired three shots at Spider-Man. His spider sense allowed him to dodge all of the bullets.

"You're quick Spider-Man, this will be the most extraordinary hunt," he said, pulling out a spear.

"Where are you keeping all of those weapons?" Spider-Man asked. "Seriously, that's some serious pocket dimension physics going on right there. Do you shop at the same place as Batman or something?"

Kraven tried to cut into him with the spear but Spider-Man dodged the attack, grabbing onto the spear.

He slammed the wooden end of the spear into the back of Kraven's leg and sent him going down to the ground.

"So, he shoots, and he scores!" Spider-Man said, knocking Kraven into the waste basket.

Rhino burst from the net and charged Spider-Man. Spider-Man had to dodge the attack and for the umpteenth time today, Rhino did a header into a wall. It was a good thing that it didn't do any real damage.

The web slinger rolled over, and suddenly he felt a dart go into the side of his arm.

He could hear Gwen's voice screaming for him but it was like at the end of the tunnel.

"Sleep, sleep, sleep, web slinger, sleep," Kraven told him, and Spider-Man nearly faded to black, struggling to keep his head up.

Kraven's punch made sure to put him down for the count.

"No, this is no victory, but this concrete jungle is not a place to continue my hunt," Kraven said, making sure Spider-Man was bound.

"Hey, if it wasn't for me, you wouldn't have even taken the web head down," Rhino growled, and it looked like he was going to square off with Kraven.

"Then let me to thank you, friend," Kraven said, hurling a large ball at him and Rhino was blasted with a dangerous knockout gas that put him to sleep.

The law enforcement was on their way, so Kraven would have made himself scarce. He dragged Spider-Man off into the night to conclude the hunt at his leisure.

* * *

 

Spider-Man stirred himself awake, and he was laying on the middle of a rock. He realized that he was in some kind of jungle area when he shook his head to clear the cobwebs.

"Welcome to the jungle Spider-Man."

He could feel the vines brush against him and there was a pit of quicksand off underneath the shaded area. The sun baked down onto him.

"So, do we have fun and games?" Spider-Man asked and Kraven laughed a hideous laugh.

"Yes, big game, the biggest game of them all but you see, that fight; it was not something that I considered to be honorable, the way that I defeated you, I took advantage of you when you were distracted protecting your habitat from the Rhino beast," Kraven rambled. He cleared his throat because that sentence was quite the mouthful "So, I'm giving you a further opportunity to prove yourself."

Spider-Man looked up and he could see where he was or where he wasn't. He was a long way from Queens, that was for sure.

"You have ten minutes to find your way out of here, and then the hunt will be on, you see, I have lead up my entire life for this moment. If I can prove my superiority over you, then I will be the greatest hunter of them all."

"Look, Kraven, I don't know if you figured this out, but I'm not one of your beasts…"

"Those beasts do not present a challenge to test my skills, anyone can hunt an animal with subpar intelligence," Kraven said to him, and he smiled. "You my friend, you have the ability to think in a more complex manner, along with the strength and agility of a spider."

Spider-Man was looking for a way out of here, but it lost him. The great white hunter stalked him from the shadows and now he couldn't….he couldn't find a way out of here.

' _Well my goose is pretty much cooked,'_ Spider-Man thought to himself and he peered over his shoulder.

The jungle was a dangerous place, even more dangerous than rush hour traffic. That being said, when in Rome…..

Spider-Man web slung from tree to tree and he was not going to be the hunted, he was going to be the hunter.

"And this tower, it should block you from communicating to the outside world, you see, I'm not that ignorant to modern technology."

"Of course, you aren't," Spider-Man said with a sigh, hoping that he could trap the hunter and beat him at his own game.

He heard some rustling in the jungle and suddenly, Spider-Man heard a growl.

' _And it seems like Kraven isn't the only mighty hunter out there,'_ Spider-Man thought and he ventured deeper into the jungle, deeper into the unknown.

He could hear the rustling of leaves in the jungle and suddenly, there was something around him.

The sound of a sniper rifle triggered his spider sense. Spider-Man dodged the bullet.

Kraven was playing with him and Spider-Man was never one for games. The web slinger zipped through the jungle, with reckless abandon, trying to find his way further away from where he needed to go.

He turned around and stabbed a stinger into the shadows, and he heard a growl.

That wasn't Kraven, that wasn't Kraven, that most certainly wasn't Kraven.

"Okay, Simba….um no hard feelings right," Spider-Man said, as the lion eyed up Spider-Man and stalked its prey.

"Ah, Spider-Man, you should have learned the number one law of the jungle, for you must hunt, lest you become the hunted."

Several traps were sprung, sending more tranquilizer darts, but Spider-Man manipulated the lion into the path.

The lion made its way down, being put to sleep just like that. A loud round of cackling could be heard as Spider-Man was nearly tripped up.

' _Yeah and I'm pretty sure that those hyenas are laughing at me now,'_ Spider-Man thought, looking over his shoulder.

There was a lot to do, Spider-Man suspected, and not much time to do it. The hunt continued to intensify.

* * *

 

The nice game of cat and mouse between Spider-Man and Kraven continued. The great white hunter grew more progressively angry.

The web slinger peered over his shoulder and heard a rustling behind him. Kraven charged towards him and was ready to pounce him down.

The web slinger wrapped his web line around his ankles and whipped him off to the side. The hunter crashed down to the ground once again.

"How do you keep blocking my attacks?"

Spider-Man smiled and beckoned for him to go forward. Kraven pulled out two large hunting knives. Again, the hunter rushed his adversary and sprung into the attack.

"No matter, I will have you as a trophy, no matter what the cost."

"You know, you have serious issues, has anyone ever told you that?" Spider-Man asked. The hunt only responded by attempting to impale Spider-Man with the knives. "And speaking of which, did your mother ever tell you that it's not a good idea to run with knives."

Kraven growled and Spider-Man was guessing that the answer to that question was a big resounding no. He kept avoiding the attacks of Kraven and caused the hunter to growl more desperate and increasingly frustrated.

The web slinger grabbed his ankle and snapped it down, causing the mighty hunter to growl.

Spider-Man's spider sense avoided him being caught up in a net and he sent a stinger at Kraven. The hunter dodged his attack with surprising grace.

He still couldn't quite get the hang of them and they seemed to only work half of the time anyway, only in tense situations. This classified as a tense situation.

Kraven threw another grenade in the air. Spider-Man webbed around it and hurled it back, the powder smashing in Kraven's face. The mighty hunter swung his arms, coughing as the powder threatened to put him down to the count.

"You….you…"

Spider-Man smiled and waited for it, with Kraven backing up into his own trap. The web slinger could see it and sure enough. The catapult that was concealed in the brush launched Kraven the Hunter several hundred feet into the air.

' _And that's got to leave a mark,'_ Spider-Man thought. He supposed that he should feel sorry about what happened but Kraven stepped onto his own trap. That was what you might call karma.

No sooner did he finish off Kraven, he heard a SHIELD transport vehicle.

He turned around and watched the Black Widow approach. His eyes narrowed towards her.

"I was wondering if you were ever going to show up," Spider-Man told her.

"Well, I couldn't track you through the normal frequency so I had to make do with what I had," Natasha said, shrugging off his arguments.

"Wait SHIELD hacked…." Spider-Man started but then he managed to keep himself from spilling out his next statement. "Never mind."

He was going to have to talk to Gwen to changing their frequency quite frequently. If SHIELD could hack it, he could stand to reason that someone else might hack it regularly enough.

"So, where is Kravinoff?" Natasha asked and Spider-Man could really not help but smile.

"He's become the only hunter to hit Orbit."

Natasha saw the catapult that launched. It was always amusing to see criminals fall for their own traps. She would say that there was no way he would have survived that, but she knew better.

"We better find him and if you say that there's no way he could have survived that, we're going to have words," Natasha commented and Peter smiled.

"Trust me, I've read enough comic books to know better."

"Well, I swear that I've lived one sometimes," Natasha muttered, shaking her head.

* * *

 

"No body, he's still out there," Natasha said and she sighed. They had been at the hunt for nearly three hours but there was no sign of Kraven. "SHIELD will find him."

"Yeah, because that worked out so well the last time," Spider-Man commented.

"You know for a friendly neighborhood Spider-Man, you can get kind of bitter sometimes," Natasha replied.

"Well, you'd be bitter too if you got tranqued and dropped in the middle of nowhere," Spider-Man told her.

"Just another Saturday," Black Widow said without skipping a beat and turning around.

She subconsciously, maybe accidentally on purpose, swayed her ass on her way to the SHIELD transport vehicle. She had a sixth sense when someone was looking at her ass and knew Spider-Man was now.

Spider-Man couldn't help himself. "So, I should feel honored that I'm not about to be dragged in one of these things without being knocked out?"

"That wasn't my call," Natasha said, annoyed with this line of questioning.

"Right, Fury's bigger picture, I forgot," Spider-Man told her and Natasha raised her eyebrow. "So, do you fly this thing?"

"Autopilot, it's handy when people are shooting at you," Natasha told him.

"Well that's something, isn't it?" Spider-Man asked.

"You know if you join up with SHIELD…"

"Yeah, I don't really fancy joining up with people who mastermind my kidnapping, no offense," Spider-Man told her and Natasha gave him a slight hint of a smile.

"There's plenty of time to change your mind, and most of us don't have to deal with Fury every single day of the week," Natasha said. "Most of the time he delegates the responsibility to others, only handling the big fish."

Spider-Man wasn't exactly reassured to know that he was one of the big fish after Fury kidnapped him.

'I never did find out why SHIELD kidnapped me in the first place."

Natasha decided to give him a skewed version of the truth. The truth she knew anyway, she didn't know full details. "Well, Osborn was suspected for genetic tampering and experiments, and they were creating a super soldier that they wanted to sell to enemy countries. That's why we checked you out, to make sure that there was no backdoor programming that Osborn might have put in you."

"And is it really that hard to tell me something like that?" Spider-Man asked with a smile on his face.

Natasha sighed.

"Look…it's not easy for me to do this, but I regret what happened…"

"Oh, you're sorry," Spider-Man argued.

"Well, not about everything that we did on that night," Natasha said suggestively. "So, your pheromone powers…."

"They work only on women who have an attraction to me," Peter said to her and Natasha responded with a smile.

She stepped closer, closing the gap a bit more between them. The redhead spy suggestively fiddled with the zipper of her catsuit.

"That might be a long list, both as Spider-Man and as Peter Parker," Natasha commented, and she reached behind her.

A quick little trick scrambled the security logs. Perhaps it was just Natasha, but she doubted that Fury wanted a free show.

She slipped off his mask to reveal his handsome face.

"And now, the ball's in my court," Peter said with a smile.

He spotted Natasha's zipper undone. Her breasts enticingly spilled out of her suit.

"Yes, it is," Natasha said and Peter backed her against the wall. "So I guess you're going to punish me for my tardiness?

Much stronger than last time, and his tongue pushed into her mouth. The two of them exchanged a heated kiss, the kind that soaked panties.

Natasha grinded against Peter and communicated without words what she wanted.

Peter smiled, he wondered if this could be the chance to follow Gwen's suggestion on how Natasha could pay him back after kidnapping him last time.

Both spiders were riled up from the hunt that was. Peter smashed Natasha against the wall and heatedly kiss her. His tongue cleansed out her tonsils and her hands rested on his hips. She squeezed him in encouragement.

The Black Widow mentally cursed herself for putting herself in such a predicament but was willing to go along with it. His hands roamed her body and spiked her pleasure tenfold. No area went neglected when he ran his hands over her body.

Her cat suit was unzipped to her belly button and Peter smiled, admiring the flawless flesh. Her hands traveled over his body.

Her right hand hungrily rubbed his bulge once again, and she slowly began to fish his penis out.

She watched it, wondering if had grown after the last time she had it. She didn't really commit any of the measurements to mind. It was beautiful never the less.

"So, are you just going to look at it?"

Natasha smiled, he had such bravado. She would humble him and have him spew in her mouth in no time. The Black Widow dropped down to her knees, her breasts spilling out of her top. Her delicious breasts were exposed to him, and Peter watched them with hunger dancing in his eyes.

She licked the head of his cock, and then placed her moist lips on the tip of it, giving it a long and lingering kiss. Her hand snaked down, slowly and lovingly caressing his balls. She could sense that he was feeling some pleasure and she wanted to give it all to him.

Her lips wrapped around the tip of his head and she worked some of him down her throat. Peter closed his eyes, and the more that she sucked on his head, the more pleasure he felt.

Then with more movement, she pushed his cock deep into her throat. She took him down in one fell swoop.

"Oooh, Widow," Peter whispered and her hands ran over his washboard abs, feeling him up.

He put on some mass since the last time. Not all of it was in her mouth though.

She looked at him, with a smile on her face, and she decided to really enhanced the fun.

"I think you enjoyed this the last time, didn't you?' Natasha whispered seductively, her finger rubbing the head of his cock. "My tits around your big, manly cock."

Peter Parker felt his penis engulfed between her globes, and they pushed up and down slowly. He got an amazing tit fuck. He groaned as her soft globes pleasured his throbbing manhood.

"Don't worry, I'm sure someone as young as yourself, has plenty to give," Natasha said, rubbing him more vigorously with her firm tits, causing his balls to tingle with pleasure.

Peter grunted and tried to warn that he was cumming. He couldn't though because it happened so fast, his balls built up a load, and it unleashed onto the Black Widow's face, and chest.

She cooed, pumping his cum out of him. The sultry redhead smashed his penis between her tits, tugging on him as his orgasm fired out.

Then she pulled back, slowly slipping her cat suit the rest of the way off, revealing her smooth, pink center that dripped with arousal.

Making sure that she locked eyes with Peter, she cupped one of her breasts and pushed up, licking her cream from it. Peter watched her, his cock twitching even more. She licked her left breast clean and then followed things up by doing the same with her right breast.

Peter decided that he had enough teasing, he had to be inside her. This time he needed to be in control. He would be in control.

He grabbed her hands, pushing them behind her head and forced her back. His manhood was level with her pussy.

Natasha's tight cunt stretched, when he pushed himself inside of her. Peter closed his eyes, managing to gain control of his self-control with his manhood pushing deep into her. Her legs tightened around him, and she leaned back. His manhood sank into her dripping cunt and caused pleasure.

"Yes, fuck me into the ground," Natasha encouraged him. She squeezed his well-developed bicep.

"You asked for it, after last time," Peter said, grabbing her hips.

Yes, Natasha did ask for it, but she was too prideful to admit it out loud. His pheromones had such an effect on her, that mere masturbation would not quench her fire. She dreamed about his cock and she rubbed herself raw, but yet got no satisfaction.

She was getting the one thing that would, his large cock pushing into her. His fangs were bared, a new addition she noticed.

"Relax, you'll feel good trust me," Peter grunted, pushing himself deep into her.

Her heat sucked in Peter, and his cock felt really good wrapped inside a lovely sheath of flesh. He lifted her legs up, where her feet were perched near his shoulder, which gave him the leverage to fuck her pussy silly.

"Yes, I'm your whore, fuck me, fuck me, and cum inside me, breed me, Spider-Man!" Natasha moaned and Peter leaned down, sinking his fangs right into the side of her neck.

Natasha came hard, with the duel assault of that. It was irony that the most deadly spider of them all was bitten the hardest.

That being said, she was cumming hard around his cock. She was sure that an iron bar could be shoved into her pussy with ease because of how well lubricated she was.

His hands groped her nipples, sticking to them with her powers. That caused her hips to buck up and he stopped.

"Keep doing that, please for the love of fucking god, keep doing that," Natasha whimpered. Her hips tried to engulf him within her box but she collapsed and panted.

Peter smiled; he grabbed onto her hips, paused, and stopped.

"You better not….I need your cock back inside me right now," Natasha demanded, feeling her body shiver thanks to the lack of cock inside it.

Peter smiled, picking up Natasha, and pushing her against the wall. The redhead's legs closed him into place, and he ran his hands slowly over her body.

"I figured a change in venue was in order," Peter told her, running his hands down her legs, feeling the firmness in her muscles.

His manhood was this close to re-entering her body and his balls tingled with a delight but he could hold back.

Natasha was slave to her orgasm right now, and then his mouth, slowly around her nipple, sucking it.

God he was really sucking it, it had been a while since she didn't have to fake an orgasm but now this was the real deal. She almost forgot how well that felt, how her body felt like it was completely and utterly on fire.

He somehow held back, he had great self-control or maybe he utilized his so called spider sense to know when he was about to cum and slow down so he could stave off his release.

Which was a very practical and useful application of that power.

Peter buried his face between her tits, licking, sucking, biting them. His hands roamed up from her thighs. He groped her flesh and moved around to touch her ample ass. The cheeks felt good in his hands when he squeezed and pinched them.

Natasha hit a gusher with him playing with her ass and it was a good thing that she had stamina and lots of it. Otherwise she would have passed out long again. Her silken walls gripped Peter's cock and encouraged him to fuck her deeper.

"In…..closer, please, closer, fuck…..closer," Natasha babbled, completely beyond words.

He nibbled on the side of her neck and her hot pussy sucked in his engorged manhood. That felt really amazing what he was doing to her. Her slick surface caressed him, and his balls looked closer to unloading.

Natasha shivered at the big load that he might be about ready to give her. Her nails clutched into the side of his neck and she panted, working her hips closer to his manhood. The more that he did this to her, it felt increasingly better.

Peter was getting closer and Natasha held in him close.

"I want it inside me, all of it inside me, it all belongs to me, do you hear me?" Natasha whispered to him.

"Anything," Peter said, his balls engorged and this time, he let them go.

Natasha felt his seed spill into her body and the redhead bucked her hips forward. She sucked out his seed.

Several long ropes of his juicy cum spilled into her body. She threw her head back with a moan. Natasha felt her body heat up when his enhanced semen fired into her body.

Natasha slid down, her legs spread completely, cum dripping out of her thighs, and she thought that she was spent.

Peter could see her on his hands and knees, and the visual got him hard once more. He walked over to her, placing his hands on her back and biting down on the back of her neck.

"You know, there's something that I haven't tried, and Gwen wants me to take out what happened last time on your ass."

Natasha got interested in that really quick. There was something about anal sex that interested her, not that she ever tried it. She would allow no one back there.

At least until now.

"It's unused," Natasha whispered to him.

"Really, well that's interesting, I'm going to have to fix that," Peter said, brushing his manhood against her asshole and teased her something fierce.

"Be…" Natasha yelled but without warning, he slammed his large manhood into her tight inviting bowels.

Natasha felt an extremely burst of pain go over her. She had no time to register that though. suddenly, his fingers roamed her body. The sultry vixen forget about the pain of the initial intrusion, rather it was replaced by an overflowing amount of pleasure.

Her tight buns got even tighter around his manhood. his hands roamed all over her body, feeling up her tight and toned stomach.

"You're so sexy, I could fuck you all night long," Peter whispered to her, nibbling on her ear.

"If you think you're man enough to try," Natasha encouraged him, and his fingers dipped lower, rubbing her clit, getting her off with another orgasm. She winced slightly, she was still a bit tender from the frequency of them so far.

"Oh….is that a challenge?" Peter asked her, sliding his manhood submerged deep between her tight cheeks.

This young male cock up her ass was getting her more turned on than anything else in her life. They must have been going at it for a very long time, not that Natasha cared. She wanted him to use her like a whore.

She shook her head, she must have been more delirious from…..never mind, she had another orgasm that reduced her brain to mush. Therefore all talk was completely and utterly out the window.

Peter explored Natasha's lovely body, and continued to comb over every single hot inch of her. The redhead pushed herself back towards him, her ass tight around him.

"Cum in my ass, oh that would make me cum so hard," Natasha begged him, grinding herself back towards him. She felt his balls roughly smash against her and she drooled in both sets of lip imagining the hot and sticky load they held for her.

"Believe me, I know it will," Peter grunted, holding his hands on either side of her hips and pushing into her.

His balls grew heavier with cum, slapping against her thighs. The tight, delicious rear was something that Natasha worked hard for and was eye catching. Her breasts, her toned stomach, her muscular, sexy legs, all of it was the total package.

Lust burned through Peter's eyes, the animal instincts from the spider approving at this conquest, proving that he was the Alpha Male. His hands pushed underneath her breasts. The complete and utter pleasure gushed from her body and the heat rose her.

Eventually something had to burst and Peter concluded this round, spilling his latest load into her tight and toned rear. The Black Widow nearly blacked out from the pleasure that she experienced with Peter sinking himself deep into her.

His conquest collapsed to the ground, cum overflowing from both sides of her and Peter was pleased with what he had taken.

* * *

 

Sergei Kravinoff woke up and he looked around. Despite the unfamiliar surroundings, the hunter looked around. He would adapt.

It was really hard for him to do so, and Kravinoff once again lifted his head up. He found himself unable to really focus on what was going on around him.

"Where am I?" Kravinoff asked.

"Relax," a silky voice said from the shadows, robotic arms were doing their work. "You suffered a severe set of injuries that would have left you paralyzed at the very worse. Thanks to my nano-technology and serum, you are healed better than ever."

"I do not need any serums, I do not need an elixers…"

"No trust me, you did, for you would have died within hours if I had not healed you," the man in the shadows said. "It was ill advised what you did when you went against Spider-Man."

"Bah, what do you know about Spider-Man?" the hunter demanded and the man in the shadows smiled.

"I have information about him, and further exposure to the OZ chemicals have mutated him….into something stronger than one person could take down, trust me, you should have learned that, how much he would able to adapt to his surroundings. When you had him down, you should have finished the job."

"There is no honor in taking advantage of the assistance of another man….."

"Truly the best animals hunt in packs, that must be something that you can relate to, Sergei," the man in the shadows told him. "You see, I've seen Spider-Man in action, he is merely but a child who has been gifted extraordinary powers. Norman Osborn might have gone mad with his obsession with him but where he failed, I shall succeed, but I've been recruiting a few more individuals that should be able to help us."

"Help?" Kraven asked, and there was a moment where he was considering, he had never been one to hunt in a pack.

Perhaps he might be able to make an exception.

"Yes, Mr. Kravinoff, Spider-Man has friends, I knew that much, but if I would be able to form a team of people who would be sympathetic to our cause, then we might be able to take him down."

"No deal, I will hunt Spider-Man and it will be on my own," Kraven said, the hunter's pride getting the better of him.

"Well, that's your prerogative, but I don't see it as a healthy one," the mysterious man said, pressing a button when he got up and that caused Kraven to fall to his knees. "You see, you're in my debt now that I saved you."

"I did not ask you too….."

"No, but you would have died a fool, defeated by your own traps, because you were fooled by Spider-Man," the man in the shadows said and he held up the remote with one of his robotic arms. "In reality, you should be thanking me upon bended knee, that I have saved you from such a disgrace."

The man in the shadows was pompous and Kraven detested those who were arrogant.

"What is it that I call you, then?" Kraven asked, or perhaps he demanded, it was extremely difficult to tell at this point in time what he was going through.

The man smiled. "You may call me, Doctor Octopus."

**To Be Continued on September 16** **th** **2014.**

* * *

 

**So a pretty big chapter given what's being set up. Actually the last couple of chapters were really big from a set up purpose I think on many fronts.**

**Coming up next, Peter and Gwen visit the Baxter Building but an enemy of the Fantastic Four decides to enact his bi-weekly plot for revenge.**


	16. Doomed Part One

**Chapter Sixteen: Doomed Part One.**

* * *

 

Spider-Man was out, doing whatever a Spider-Man can but he was far from alone. No, the Goblin Queen was with him, keeping a close eye on him. There was a third member of their super hero party, the newly dubbed Spider Woman, better known as Jessica Drew.

"Are you sure that this is really fair, I mean a bunch of super powered people ganging up on a group of thugs?" Jessica asked with a slight shrug of her shoulders.

The two of them looked at her, like she had grown two extra heads. She was wrapped in a red and white version of Spider-Man's costume, which really fit against her curves.

She was pretty sure that this costume design was meant for someone who did not have a pair of large breasts, which seem to inflate every time she got a small power boost. With those additions, she had an extra challenge to compensate for when web slinging.

"This isn't really us ganging up on them, but some of them think that they're much harder than they really are," Spider-Man replied.

The Goblin Queen smiled. She didn't really know what name she wanted to use, but she was sticking to this one for now. She thought about the Hobgoblin for a brief moment and discounted it before going back to the Goblin Queen. That was the name that she would stick with.

"You know, you should be able to…utilize your powers, which are growing, especially with the stingers on Peter, and the fangs…..you actually tried those out on the Black Widow," Gwen said and Peter smiled in response.

"She's a big girl, she can take it….."

"Too bad I wasn't there to help take her," Jessica whispered, then again if she was out with Peter, the entire mess with Kraven might have not happened.

Which reminded them of the third reason why they were all out on this trial mission, strength came in numbers. If they stood together, they could accomplish a lot.

' _There's always some new super powered menace looking to cause trouble,'_ she thought to herself. _'And Jameson is blaming Spider-Man for it, although I wonder how much of that is what he really feels and how much of that is a put on for him to sell some papers. I suspect that we'll never really know the answer.'_

That being said, they made their way to a group of smugglers who smuggled something really big. The trio couldn't figure out what exactly they were smuggling. Guns, drugs, maybe both, actually it was likely both.

"So, we wait for the moment of truth," Gwen muttered, she had heard all kinds of tales about sting operations going bad.

Providing the police did not already beat them to the punch and this was a sting operation they could make go bad.

"It's a shame we can't see through walls, I wish that I could see what's through that truck," Jessica said and there must have been something good for those many people to be here.

"No need for see through vision when you can see the big honking case that guy's carrying," Spider-Man replied, peering down onto the ground and pointing it out for his two companions in one fell swoop.

"Hammerhead, said you'd boys be here with the stuff."

"Hammerhead, didn't that name pop up before?" Jessica whispered and Peter nodded.

"Yes, he's a big underworld figure, not as big as the Kingpin but he's still very important," Peter said, his fingers twitched around the ledge.

He must not jump down, not yet. To do so too soon would ruin his attempt at battle.

"You give us the stuff, and we give you the cash, but first you got to show us the stuff. You know, to make sure it's on the level."

"It's almost like they don't trust each other," Jessica whispered, her lips curling up in an amused smile.

Gwen could barely hold back a laugh at Jessica's obvious statement, but that was true.

"Truly there is no honor amongst thieves," she said, and she swiftly looked around. "Okay, we should be ready to make our move, when all of them are out in the open."

"I don't see anyone hovering around in the shadows," Peter confirmed.

"Good," Gwen whispered, that would make things just that much more easier.

That being said, it was now time to not stick around. It was time to attack.

Spider-Man launched himself down onto the ground. Seconds later a thunderous thud announced his arrival, followed by a thunderous thump that wiped his enemy out. He followed up that attack by chaining together several punches and battering his enemies something fierce.

"Get him!"

"Really, I'm new at this, and I'm already sick of that line," Jessica said, catching them with an venom blast to the chest. It was rather unrefined but it did the excellent job of knocking him down and out. She looked at her hand, rather impressed. "Okay new but….."

Gwen surrounded a couple of the thugs with a ring of fire, cutting off their flank. She honestly got much better at controlling the fire. It was about as simple as breathing. Not to mention a new trick she learned with a glowing orange globe emitting from her hand. She prepared for her rapid fire attack.

The criminals really had no hope.

"You know, perhaps if you thought of a better career path, then your medical insurance premiums wouldn't be so high.," Spider-Man commented.

The thugs as usual had no appreciation for the witty banter. His spider sense warned him for the attack. He dodged a brass knuckles punch from one of his enemies, twisting his arm behind his back. A loud pop followed and the thug spiraled to the ground with a hard thud.

Little did they know that there was a man who viewed this battle quite eagerly to see the potential these young heroes had. This man would be considered to be one of their most dangerous threats if they knew he was there.

Doctor Doom had monitored this battle closely. He always was on the hunt for young super powered men and women who he could use in his plans. This trio served things quite nicely.

The Fantastic Four caused his plans to be stalled one time too many and that was not something that he could abide for. Doom would have his revenge.

"Another invention, bah, that charlatan might have invented trinkets that will dazzle the people, but I have seen through his act," Doom rambled when he looked through the paper. The latest so called accomplishments of Reed Richards danced in front of his face. "And I am much more than him, the beloved ruler of the people of Latvaria. No one will be able to withstand the might of DOOM!"

It was the type of thunderous voice that caused shivers to go down the spine of anyone who heard it but Doom had a plan. He had been working for it since the time his latest plan was foiled and this would work, it would have to work. If it didn't work, that meant it would fail.

Failure was not an option for Doom. He refused to acknowledge the possibility that such a thing in fact existed. He refused to acknowledge the fact that it was potentially something that could happen to him.

That being said, he kept a close eye on Spider-Man and his companions. They would prove to be something of study for later on.

* * *

 

"Spider-Man saved the day again, he's so cool, isn't he?" Kitty asked, bouncing up and down.

Kara turned to her, a calm expression in her eyes. Mary Jane and Liz looked mostly amused. The gaggle of girls waited for Peter, and Amanda as well. It appeared the young Miss Sinclair had been stalled for some reason along. Peter as well, although it didn't seem like it was for the same reason.

"He can be pretty impressive," Kara admitted with a smile on her face. She tried not to show what her full expression, hiding it behind the guise of the book she was reading.

' _Rudimentary physics, well that's interesting,'_ Kara said, flipping through the book and she tried not to look bored. _'And this textbook is for the honor's class.'_

She supposed that she shouldn't be that harsh. It gave her a chance to be try and be a normal teenager. That was something that she didn't even get to be back home with the great expectations that had been laid on her.

"You know, if you didn't have caffeine, you shouldn't start," Kara remarked to her calmly and Kitty looked at her, aghast. Kara gave her a swift smile. "And if you did have it, you should try and cut back just a little bit."

"Come on, it's Spider-Man, aren't you excited?"

"Yes, I know who he is," Kara replied, calmly.

She respected his abilities and what he could do with them, but she wasn't about to build some kind of Spider Shrine.

Sure she might have watched him in battle a few times, but that was because she happened to be the area. Plus Carol gave him a glowing review, so she was interested in following up on that. To see if he matched up to the standards that had been given.

So far she was impressed, Kara would have to give him that. He understood the great responsibility that came with great power.

Speak of the devil, there he came flying around the corner.

"Sorry I'm….."

"Late, we know," Liz said, catching a falling Peter in amusement. She knew how coordinated he was, which made the stumble-bumble act all that more amusing to her.

Kara smiled and brought up something. "Isn't that the reason why you're still in high school, too much lateness?"

"I beg your pardon," Peter said and Liz stole a quick kiss from Peter before he could question Kara. Then Mary Jane swooped in to nudge Liz out of the way, taking a spot right by Peter's side. She gripped his arm tightly.

"She does have a point, Tiger," Mary Jane said, running her hands over his chest. "Figured that you'd be to ESU by now, and would blow this popsicle stand early."

"Guess I'm a bit too absent minded for my own good," Peter replied, with a shift grin crossing his face.

' _And it seems like super powers give us more to worry about,'_ Kara mentally added to herself.

"So, you're not going to run late for tonight, are you?" Kara asked him.

If he did, she might have to just track him down and drag his butt to where he needed to be at super speed. Well unless he was fighting criminals, then she would help beat the snot out of them. Then she would drag him where he needed to be.

That would entail revealing her secret abilities though which Carol told her to only do when she was ready to deal with the consequences of revealing them. Kara wasn't quite to that point but she was getting there.

Kara slowly turned towards Peter. Liz and Mary Jane looked from Kara to Peter. Surely she was a beautiful girl and had a strong personality, but that was a bit quick.

"Nothing seedy, get your mind out of the gutter," Kara told both of them sternly and she almost added a very obvious "at least not yet" to her words. She held herself back at the last possible moment "But Peter and I have been partnered up in the science fair…"

"You surely won the luck of the draw," Mary Jane commented and Kara was about to open her mouth for a reprimand but Peter beat her to the punch.

"To be fair, I think that I'm the one that won the luck of the draw," Peter replied with a smile on her face and he had his pheromones under control right now. His control always was subject to be broken when he was around beautiful women. "Kara here, she has some brains."

Kara tried not to look too smug and coming from someone as smart as Peter, she would take it as a compliment.

"Well than you for the compliment, you aren't too bad yourself," Kara replied with a smile and Peter arched his eyebrow at her. Kara laughed, the look on his face was so priceless. "Okay, Pete, I'm really kidding, you are pretty smart, compared to a lot of people around here."

"Not sure if that's a glowing term of endearment or not," Liz muttered underneath her breath.

Some of the brain surgeons around here, you wouldn't have to really work too hard not to be smart.

"That being said, I think that we're on for tomorrow, aren't we?" Peter asked and Kara nodded in affirmation.

"Tomorrow would be great, right after school, providing you don't forget to pick up eggs again," Kara told him with the slightest shadow of a shifty grin.

Peter got the sense that she knew and she knew that he knew that she knew. He would deal with that and that particular secret when the time came.

"Why not tonight?" Kitty asked in curiosity.

"Gwen and I are going to the demonstration at the Baxter Building for the Fantastic Four," Peter said. Kitty looked excited about this. "Sue Storm….you know the Invisible Woman…"

"Oh my god, I know, she's so awesome…..wait, you're going there, I'm so jealous!" Kitty said, going off a mile a minute to the point where she nearly tripped over her tongue.

' _Pretty soon Pete, you're going to have to put that mouth of hers to a better use than choking over her words,'_ Mary Jane thought to herself in amusement.

"Sue is Gwen's idol, so she's looking forward to meeting her," Peter informed the group and it then that certain girls in the group exchanged knowing looks.

"I'm sure she will, I'm sure she will," Mary Jane said and she saw Amanda make her way up the stairs, nearly breathless.

She could beat Peter for number of tardies by the end of the year if she played her cards right.

* * *

 

Gwen Stacy resembled a kid in a candy store, as she entered the Baxter Building along with Peter. A kindly old security guard by the name of Stan showed them inside.

' _Nice guy, but I don't think that he could block an army of ants, much less some of the enemies that the Fantastic Four fight on a daily basis,'_ Peter replied, joining the tour group along with Gwen as they entered the building.

It was a very discreet little group, it appeared that it was very hard to come by. The Fantastic Four recently hit a string of rather bad luck, and there last few battles had left property damage as far as the eye could see. It totaled large parts of the city and left the group needing to pick up with the PR.

It was unavoidable but people still demanded that the group pay for their damages. Even if it was the fault of their enemies that caused the damage, but that was neither her nor there.

"And now we're going up to the main headquarters of the Baxter Building, where the Fantastic Four themselves are waiting," the tour guide said in a soft and reassuring voice and the excitement of the group bubbled to a fever pitch.

"Look, there's the helmet that they used to defeat Mole Man….."

"Look, there's the dolls of the Fantastic Four that the Puppet Master used to tarnish their good reputation….."

"Look, there's a piece of the power core from the shuttle that turned them into the Fantastic Four….."

Normally in a situation like this, Gwen would make a bit of a comment about how excitable a group like this could get. At least she would if she wasn't getting pretty excited herself. That was a fact that didn't get unnoticed by Peter when he nudged her lightly.

"Oddly restrained, aren't we?" Peter asked her and Gwen smiled.

"Trying to be, but that's…"

Something nearly bumped into him and Peter turned around, to catch the following object, only to realize that something was in fact a somebody.

"Sorry, sorry," the somebody said and Peter looked towards her, the sight that blew his breath away visited him.

Blonde hair fully came into the scene, followed by the outline of a very feminine body. Bright blue eyes appeared and the form of the one and only Susan Storm, better known as the Invisible Woman of the Fantastic Four.

"I was the one that I bumped into…"

"No, that was fine, you didn't see me," Susan replied to her and she was caught up in the eyes of the handsome young man who caught her. "So, you're part of the tour group?"

"Yes, and…"

"It's a pleasure to meet you, Ms. Storm….or is it Doctor Storm now?" Gwen asked, stepping forward and shaking the Invisible Woman's hand. "Congratulations on your latest doctorate….what was it again…..nuclear physics….."

"This overexcited girl is my girlfriend Gwen Stacy, and I'm…..Peter Parker," Peter said and Sue smiled.

"I saw your name in the paper, actually a paper you wrote last year for advanced chemistry, it was rather though provoking," Susan said.

"Really, well, I didn't really expect that to go in the paper, and I really didn't expect anyone to read that," Peter replied and Susan laughed.

"You'd never know who would read something that you put out," she said.

"So, you can do a lot of amazing things with your powers, can't you?" Peter asked. He knew that Gwen was about ready to burst holding herself back from asking a million questions.

Somehow Gwen held herself out from spitting each and every one of them out. Peter gripped her hand hard and held her back.

"Amazing….pretty much so, yes," Susan replied with a smile on her face. "And you'd be surprised how effective a force field can be that's invisible."

"It is pretty effective, but then again, you really have to be intelligent to come up with such a thing," Peter said.

Susan smiled at the compliment. "Creative application of your powers is the point, why have them if you don't know how to use them well?"

"And with great power, there also comes great responsibility," Peter told her and Susan smiled and nodded.

"That's actually…..pretty perceptive," Susan agreed.

"So, how are things, I heard that the Fantastic Four had a big battle….."

"Could you be more specific?" Susan asked, half-jokingly. It seemed like they saved the world at least once a day before Breakfast. So all of those things ran together after a while, at least to the point where she couldn't figure out where things started and they ended.

Peter and Gwen laughed.

"Well you played a big role in it, you managed to take down an entire army, and I think that you impressed the King of Atlantis in doing so," Peter said and Susan gave a labored sigh in response to the reminder of that battle. "That wasn't a good thing, was it?"

"No, Namor seems to have developed an unhealthy fixation on me," Susan said, grimacing as she spoke. "Everyone talked about how Reed's little helmet distracted them but….."

"You played your role…"

"And he didn't seem too concerned that some barbarian king of Atlantis wanted to drag me off caveman style and make me his bride," Susan said bitingly.

"Well Reed Richards comes off as an absent minded professor sometimes….."

"If that isn't describing Reed, I don't know what is?" Susan asked and she smiled. "I actually want to discuss that paper with you, Peter, if you don't mind, I want to run a couple of things by you, by both of you….after the tour is over, if you don't mind."

"Of course, I have plenty of time, if you're willing to meet with me," Peter said and Gwen held back her eagerness about the process.

"Really, that's great, it's just….never mind," Susan said, she was about to say that Reed never really took time to listen to her ideas.

In fact, she had more stimulating conversation with the wall.

Reed Richards was a good guy at heart, but aloof and might as well be married to his test tubes. Plus as Peter and Gwen pointed out, he was essentially a living, breathing, absent minded professor. Smart at what he did but he could get distracted fairly easily.

That being said, she was saved by her brother showing up. It was Johnny Storm, better known as the Human Torch, who was in the house.

"Sue, you didn't tell me that the ladies were coming," Johnny said, deciding to brace himself for the squeals of adoring fan girls for when he showed up.

"Oh dear, it must have slipped my mind," Susan said, not really feeling all that sorry at all.

"And hello," Johnny said with a bright smile, peering at Gwen, who looked bemused. "And who are you, pretty lady? Hopefully you get your rest, because you're going to be running through my dreams pretty soon."

Sue sighed and resisted the urge to face palm. She grumbled to Johnny. "If anyone asks, we're not related."

"So, how are you doing?" Johnny asked and Gwen smiled.

"I'm fine, I'm just hanging out here with my boyfriend, Peter Parker," Gwen said and she averted her gaze towards Peter, who had filled out a fair bit from where they last left off. He wouldn't be giving the Incredible Hulk a run for his money but the name Puny Parker was of the long distant past.

"Oh right, right, boyfriend, that means I'm backing off," Johnny said, throwing his hands up.

Susan smiled, dogs can be trained and by the looks of things, her brother could be trained as well. That proved to be promising for his future.

"Good for you, you're learning," Susan commented with a smile.

The tour picked back up and she needed to leave to assist Reed for the final part of the tour.

"I'll talk to you later, it was a pleasure meeting both of you."

* * *

 

Peter thought that the tour had gone rather well; at least nothing too bad had happened. He did not open his mouth out of fear of jinxing himself. He knew better.

"I think that we've had a pretty good day all in all," Sue concluded and she could see everyone line around for a question and answer session.

Reed was going to be left for that one, it was amazing that they pulled him out of his lab but after what happened during the last battle, he owed her big time. Not to mention he owed the people explanations for their long sought after questions.

"So, I believe that the two of us have a conversation that we need to pick back up on," Peter replied and Susan smiled at him and Gwen cleared her throat. Peter amended his statement. "Beg my pardon, the three of us."

He knew that Gwen would never forgive him if she had been left out of the fun. Her arms folded underneath her chest and there was a smile that flowed over her lips, almost to say "that's better."

"Yes, the three of us, I'm sure can get together now that things are…"

She was about to say that they were wrapping out but there was a blaring alarm that went off. The Invisible Woman looked over and she could hear the voice of Ben Grimm, the normally gentle giant known as the Thing, grumbling from the other room.

"Oh please tell me that isn't the alarm that I think it is, you'd think that he'd have gotten a hobby or something by now….."

Suddenly the windows shattered, and there were several robots that dropped down onto the ground of the Baxter Building. They armed several stun lasers and miniature rockets, pointing straight at the occupants of the Baxter Building.

' _And my spider sense was tingling, but I don't need it to know that…'_

Gwen grabbed Peter and pulled him behind a shelf. People screamed as the stun lasers blasted them.

"Hey, you're not going to drop by without a pass," Johnny said and he closed his eyes. "Flame on….."

He flamed on for about ten seconds before a green foam shot him in the chest and adhered to his body. The Human Torch shivered from the cold bombarding his body. His fire had been put out.

"Victor has upgraded these Doom Bots, the alloy is different, he's added all sorts of onboard weapon systems, and he's made them more resistant to physical attacks, along with any attempt to hack into him….."

"Yeah, really great Stretch, but how do we stop these things?" Ben asked, being knocked halfway across the lab.

"Maybe your friendly neighborhood Spider-Man can lend a hand."

Spider-Man launched himself into the battle, doing a somersault. In one fell move, the web head dodged the blast from the Doom Bot. He kicked it into the side wall and it smashed to bits from the impact.

"Okay, he's just showing off now," Johnny said and the Goblin Queen showed up, burning the foam off of him. "Well that works out quite nicely…"

He launched a blast of fire at them but stopped.

Surprisingly all of the Doom Bots turned around and did an about face. They shot out of the windows and escaped the premises as quickly as they appeared.

"Okay, what just happened?" Johnny asked and Ben looked as baffled as his teammate did.

"Yeah, I mean, I don't really like the looks of this, Victor sends a whole bunch of doom bots here, and then recalls them," Ben told them.

"So, this happen to you often?" Peter asked and the Thing shrugged, looking towards Spider-Man.

"Just another Friday for the Fantastic Four," the Thing replied and he consulted the calendar. When he noticed the date, he corrected himself. "Even though it's a Monday….Victor changed things up."

Spider-Man and Goblin Queen exchanged a nervous glance with each other. They heard of the sworn enemy of the Fantastic Four, Victor Von Doom. Doctor Doom had attacked more than a few times and had gotten into more a few tiffs with the Fantastic Four.

They slipped off into the night.

"So, Reed, what do you think about this?" Susan asked and Reed was looking around.

"It might have been a test run for a future invasion….."

"Victor normally has plans within plans though…"

"Or he could have miscalculated the Doom Bots and sent them off too soon but recalled them," Reed said, speaking over her, his advanced mind was going a million miles a minute, at the very least.

Gwen and Peter popped out from behind the shelf.

"Yeah, you two can come out, it's safe now," Johnny said, with a teasing smile but Susan gave him that one look.

With a weird thought in her mind, Susan was perhaps putting two and two together and getting five. She frowned. There was something about their sudden disappearance and then sudden reappearance that got curious. Reed distracted himself in trying to psychoanalyze Victor's latest convoluted scheme.

"Better take a rain check on that discussion," Susan replied to him and Peter smiled.

"A shame, but I guess you have more important things to come up," Peter said. "I actually want to hear what you have to say….."

"So, we're going to reschedule for some other time," Gwen added and Susan smiled, she thought that she would like that very much.

* * *

 

That being said, Peter and Gwen did their own investigation, for an army of Doom Bots did not just show up, cause some havoc, and go home.

"I don't understand this at all," Gwen told Peter and Peter smiled at her.

"You and I both, really," Peter said and Gwen shook her head. "Reed seems to think that it's a glitch, in Doom's programming but….."

"Doom is many things, but his ego wouldn't really make a mistake like that," Gwen added.

She tried to sniff out what was on the ground. So far there was nothing, at least nothing she could see at first glance.

"I don't think that he would have left many clues around. Unless they were intentional. But we'll see."

Spider-Man activated a sensor in his mask, any kind of chemical trail, he would pick up. He did find a trail and there was something lying on the ground.

There was a Doom Bot missing a component of some sort.

"I don't think that he tried to launch the Baxter Building into space again," Gwen replied and Peter sighed.

"He's tried that way too often, I think it's time for him to go for a new scheme, don't you?" Peter asked and Gwen shrugged her shoulders.

Gwen picked up the module and a portable computer so she could plug it inside. It had some very good virus protection on it and it would need to, if she was plugging something like this into the computer. She had a feeling that it was meant to be found.

The blonde waited, and hooked it into the computer. The scan came out clean, which reassured her somewhat. Not completely, not at least until she knew what she was dealing with.

"So, is it as you suspected?"

Sue slipped out of the shadows, startling them for a second.

"Reed's given up what happened as a Doom plot that got launched too early, but I think that it went as intended," Susan said and she could see Spider-Man's gaze meet hers.

"We think that you may be onto something," he told her and Goblin Queen smiled as she scanned the module.

There were numerous weird number sequences that popped up for her. More than sufficient details to keep her concerned, and that was a bad time all around with what she saw.

"Reed was half right, but also half wrong," Gwen said. "It was an accident, done on purpose, so Doom can throw him off the trail to the real scheme."

"And what is the real scheme?" Susan asked and the Goblin Queen smiled, even though Susan could not really see it beneath the hood and mask.

"Well, we'll find out when we got to visit the Latverian embassy," Gwen replied.

Susan knew now what she had to do.

"So, if the two of you are going, then I'll come with you," Sue replied and they looked. "If he does attack the Baxter Building, Reed, Johnny, and Ben should be able to take care of it. You need someone who has an idea of what Doom is capable of…..and I trust you have the means to get there."

"Hang on," Spider-Man said and the Invisible Woman pressed herself against his body.

He supposed that Gwen could levitate them all there with her telekinesis but this was far more entertaining to get there that way.

The Invisible Woman shivered being up close but then she was all business. Spider-Man swung them off.

She had to admit this was amazing, it really got her blood flowing and her adrenaline pumping.

**To Be Continued on September 20** **th** **, 2014.**

* * *

 

**The mad schemes of Doctor Doom continue in our next part.**

**It wouldn't really be a Marvel story without a Stan Lee cameo. It's required by law. Even after he dies(sad day that will be when that happens), there's always holograms.**


	17. Doomed Part Two

**Chapter Seventeen: Doomed Part Two.**

* * *

 

Spider-Man, the Goblin Queen, and the Invisible Woman made their way forward. The three of them arrived at the edge of the Palace of Doom. The trio knew that they were going into a potentially dangerous situation. The wind whispered around them, thus making a potentially dangerous situation even more so.

"So, we're going into Doom's stronghold, anything that we should know?" Spider-Man asked the Invisible Woman and she opened her mouth. "Other than security is insane and pretty much air tight and the only way out of here could be riding in a nice bag."

The Invisible Woman thought that wasn't an unrealistic possibility, but she couldn't trust herself to speak. Goblin Queen gripped her shoulder firmly and squeezed it.

"We'll figure out what we need to do, I've got the security system on the gate, but it's not hooked to the rest of the city's systems, so it's got to be a wireless hack," Gwen replied, squinting her eyes and looking at what she had to work out.. "And he has about nine different layers of security, but I….well to be honest, I love a challenge."

"I know you do, honey," Peter replied to Gwen, steadying his grip upon her shoulder and the blonde once again shifted her gaze right behind her back.

Something wicked was about to come forth, but he didn't know what. This entire situation looked like something out of a spy thriller and they might be in over their heads.

Spider-Man didn't wait for his spider sense to kick in to see what was going on. Rather there was a pitter patter of large feet that approached the trio.

"In Latveria, Doom's word is Law!"

There was a thunderous clap with the Doom Bots marching two by two and closing in on them.

"See if you can hack the system, we'll…."

Susan yawned, this was pretty much old hat for her. She used an invisible shield to shred through the Doom Bots.

"I guess those things could be pretty lethal," Spider-Man told her, jumping into the air and primed for the attack.

He knew one thing, he hated fighting against robots, because they didn't get rattled by their quips. They were all business, all the time, and the web slinger hated that. It took all of the entertainment out of being a super hero.

"So, is that new hardware?" Spider-Man asked but one of the doom bots only responded by blasting a laser that Spider-Man had to dodge at him.

The web slinger webbed onto it, whipped off, and knocked two of the bots together. They smashed together in a shadow of robotic rubble. The web slinger bounced up again, and could see another Doom Bot charging towards him.

He ducked that one swiftly.

"Well I'd ask if you need any help," Spider-Man replied and he took a second to knock them out like they were dominoes. "But I should know better."

"Fight Doom Bots at least twice a week, know the game by now, really I do," Susan replied, determined.

Peter looked awestruck and he threw his hands into the air. He decided to step back and let the woman do her work. It was obvious that she knew what she was doing.

Speaking of awesome women doing awesome things, Gwen was proving that she was smarter than Reed Richards by attempt to hack Doom's security. And she was succeeding at doing so.

Of course this little action caused all of the Doom Bots to converge on her area. That could be kind of counterproductive in achieving anything. Actually it was very counterproductive in achieving anything.

"And Doom, of course, he has a Doom's Day Device, which I guess is kind of in his name," Gwen said, noticing the item there on the floor. The blonde brushed her hair out of her face and sighed. It was going to be one of those missions.

"You should have announced that you were coming to Doom, I would have allowed you to come, but you shouldn't have brought along the rest of them. If there's anything that Doctor Doom detests, it's a crowd."

"I'd like to know what he's talking about, but I have a feeling that I'd regret asking," Spider-Man replied to her and Susan gave a long and agonizing sigh, while plowing through one of the Doom Bots with a fury.

"Maybe Reed took this a bit more seriously than I thought, but…..I have this handled on my own."

Peter didn't want to bring up the fact that the news media took to calling her the weakest member of the Fantastic Four and the team mom. Mostly because he could see how capable she was right now and the fact was, she obviously had some kind of chip on her shoulder about the entire thing.

And he could see how untrue that was by how skill she was.

"Let's just try to…"

"I'm trying, believe me, I am," Susan said, her eyes flickering with the intensity that someone like her would have. She launched another one of her shields, and Gwen nearly gave a squeal of excitement because of her success.

"And I am in and not a moment too soon," Gwen replied, she was nearly bopping up and down in excitement.

"Don't celebrate just yet," Susan warned her. "Doom isn't going to let you destroy the security of his security without a fight."

Gwen wasn't going to say anything but she was almost counting on that fact. She wanted Victor Von Doom to bring it.

* * *

 

"It's fascinating, I've never seen anything like this in my life, I wonder how Victor managed…..it is light weight, yet efficient and…"

"So, Reed, are you going to figure out a way to disable the thing, or are you going to get down on one knee and propose to it?" Johnny asked, shaking his head in agitation and the leader of the Fantastic Four turned towards Johnny.

He took a moment to clear his head, a bit embarrassed that he got so side tracked.

"Right, I got distracted, sorry," Reed replied, and sure enough, he was to work.

"Give up Richards, your intellect does not match mine," Doom crowed over the loud speaker.

"Victor, I'm not denying that this isn't very impressive surely…"

"Bah, Doom does not need your petty praise, I know it is impressive. for it is Doom that has built it," the sworn enemy of the Fantastic Four said and Johnny dropped his head, sighing, as he shook it.

"And Doctor Doom, he still talks in the third person, I see," Johnny replied, but that didn't get a rise out of Doom, not at all. "And he must have lost his sense of humor, but to be fair, I don't think that he would have had one anyway."

"Nah, I think that it's that you're not funny, kid," Ben replied and he could hear an alarm blare on the outside. "Something going down…why did you….why did you change your mind?"

"Well, the data I had was inclusive, and it didn't point to this plan but upon further analysis, it appears that I mistimed a variable and I did not…"

"You just didn't want to admit that Sue was right, didn't you?" Johnny asked him and there was a moment where he struck Doom.

If he thought that Reed was capable of any emotion, Johnny might have sworn that their resident egghead gave them a dirty look. That being said, he delved his way into the machine, trying to find a way to pinpoint what he had to work with.

"It's….it's amazing….."

"Yes, Reed, it's amazing, either marry it already or be quiet about it," Johnny whispered, shaking his head in bemusement.

He also could have sworn that there was some Doom Bots entered but they were kind of late.

There was a knock on the door and Johnny went to answer it but Ben grabbed him by the wrist.

"Are you crazy, you've fallen for that trick at least twice against Doom?" Ben asked him and Johnny's eyes widened; he was about ready to protest the fact that they thought that he was crazy.

"I'm not….what do you know anyway?" Johnny asked, folding his arms and he was almost about ready to pout. That being said, he swayed his head from one side to the next and sure enough the door was knocked open and then it was knocked over.

"So, we've got to deal with this thing, right?" Johnny asked and sure enough the Doom Bots kept marching in two by two and Johnny blinked. "Oh…"

"All shall perish underneath the word of Doom's law," one of the Doom Bots said and he raised his gauntlet, about ready to blast the Human Torch.

He was not there and dodged the attacks.

"Yeah, about that…..listen, I know that you…..well I know that you'd like to blast us but….can't we just….."

"They're not going to talk this over, they don't even know what time it is," Ben said, cracking his knuckles and he raised his rocky fist in the air for emphasis. "IT'S CLOBBERING TIME!"

Ben nailed him with a huge fist and rocked the Doom Bot with a huge haymaker punch. That being said, the Doom Bots were more prolific than ever before.

"Leave it to Vic to go for quantity over quality," the Human Torch said, waving his hand but the green foam splattered him in the face and knocked him on his back. "Oh no, not again…."

"Little help here, stretch," Ben grunted, with the Doom Bots attempting to dog pile him, but suddenly there was two lines of webbing shooting from each direction and pulling them off of them.

Spider-Man showed up to save the day as usual.

"So, the Doom's Day device?" Spider-Man asked and Reed nodded in response. One of the Doom Bots was about ready to nail him in the back of the head but Sue's invisible force field stopped the attack.

"Yes, that is, but Reed, you could stand to keep your eye on the ball a little bit more," Susan commented and Spider-Man turned towards her.

"You can use your powers to divide their flank in half, and then we can split them up, just put a field right down there in the middle," Spider-Man said to Susan and she blinked.

"Actually that makes perfect sound sense," Susan said, and sure enough, the Doom Bots were divided in half.

Spider-Man took half of them, and Gwen popped into the room to take the other half of them. It was a chaotic situation, with Doom Bots dropping like flies.

* * *

 

Doctor Doom sat, monitoring the progress of his test. Richards always got involved when he was not wanted which was a minor annoyance. That being said, he refused to allow that to get to him. The Ruler of Latveria crossed his arms together, and waited for what would happen next.

They would find their way to the throne room. The remote of the Doomsday Device was in his hand, and it would be a terrifying experience, providing of course that it functioned.

' _As if I, Doctor Doom, would have put a device in plain sight that would have put me in peril,'_ Doom crowed, getting up to his feet. _'When that fool Richards realizes that it is a fake, I will have my…..it will be mine.'_

Doom could see the entire world in his hands. There were times where had made some ill-informed plans but not all of his failures were accidents. Many of them were intentional to gain valuable intelligence to make a grander plan.

A true chess master knew when it was the proper time was to throw the game and when to move in for the checkmate.

There was a thump and the sounds of battle followed soon after. The palace was secure but Doctor Doom's inner throne room was more secure. It worked on its own separate security network, completely and utterly separate from the rest of the Network.

"So, they think that they can break my outer defenses, well they might have a few surprises to deal with, as Doom is not predictable," Doom commented, and sure enough, he started to press a few buttons and locked an area in, to ensure that his throne room locked them out.

Even Richards would not be able to break through this, which was expected for he was useless. Doom's fingers twitched and malice filled the eyes of the dictator from Latveria.

His people would worship him and his kingdom would extent through the world.

"You can struggle all you want, but Doom holds all of the….."

The doors of his inner throne room were blasted open and the Fantastic Four and Spider-Man popped in.

"The décor is as bad as always," The Human Torch said, looking around.

"You dare defile the chambers of Doom…"

"So, is he always this overdramatic?" Spider-Man asked and the Invisible Woman sighed, before offering her own honest assessment of the matter.

"Well, that's just Doom being, Doom," Sue replied with a length and labored sigh. As much as she hated to say this, Doom really did have a lot of flair for him and he really should have been in theater.

"I don't know how you broke into my throne room but know this….."

"Cut the monologue," Gwen commented in a bored voice. "And by the way, you don't have to know, it was me who hacked into your little throne room, not really too bad, don't you say?"

"Impressive," Doom commented and there was a lot of honesty flowing through his voice. He was impressed. "You do have a future in this world, and perhaps you do have a spot, both you and Spider-Man, and Susan…..I have always thought that you should not demean yourself with the rest of the Fantastic Four, especially Richards."

"Hey, is he trying to say….what I think he's going to say…"

"They don't give you the same respect, and Doom is not ignorant to what they've said in the news media, the uninformed fools, calling you the den mother, the token female, the weakest member of the team," Doom replied and it was obvious that he was driving a corkscrew into her heart. "And this fool can't even see past the end of his own nose, despite having the ability to see way behind it."

"What kind of game are you playing Victor?"

"Richards, do not concern yourself with this business, you should have never come here," Doom said, and suddenly, restrains snapped from the floor, holding him in place, and then they slowly stretched his limbs out.

Mr. Fantastic resembled a human piece of taffy.

"Spider-Man, I have seen what you have done, the fools in charge of New York City have branded you a threat, or a menace," Doom said and Spider-Man looked at him.

"Well, Jameson's circulation gets far….."

"You and I are much alike," Doom commented to Spider-Man and the web slinger corked an eyebrow, half in interest, but half bemused despite that fact. "We both have abilities and intellect beyond the normal man, and we both have brought order to a lawless world whether you'd want to say otherwise."

The Human Torch did deep breathing and grabbed Spider-Man. "Join me Spider-Man…I am your father."

"YOU DARE MOCK DOOM!" Doom yelled and a glass cylinder shot up from the ground, encasing the Human Torch.

"Yeah, I should have seen that one coming…"

"Benjamin Grimm, Doom has not forgotten about your plight either, but it appears that your so called friend has believed so, and perhaps he relishes in the fact that you are dependent upon him to find a cure for your condition," Doom whispered to him. "Both of us are alike as well, both have been disfigured thanks to the arrogance of Richards."

"Yeah, I don't know, I mean that I'm…..well I'm not about to complain but….."

* * *

 

Gwen heard Doom's words, and he talked a big game. To be honest, he was slowly getting on her nerves. The simple point he rambled on and on in circles with no end in sight.

"Could you please cut to the chase, Doom?" Gwen asked him and Doom's gaze averted towards them.

"Very well, Doom will indulge your curiosity," Doom replied, crossing his arms together and he peered at her. Two members of the Fantastic Four were trapped and they were the two members of the Fantastic Four who gave him the most grief.

Gwen realized that they weren't going to take down Doom because of his diplomatic immunity, but they could ensure that his life got a lot more difficult. The virus that she was uploading into his systems indicated that he would need to sort out a few issues in the future.

And it could not be traced back to her, which was the great thing.

"You once flooded the Eastern half of the United States, sent the Baxter Building into space, and…."

"All of those plans were the work of someone who had been unbalanced for his great misfortune at the hands of Reed Richards," Doom commented for a second. "I'm sure that you've figured by now that the Doomsday device is in fact….."

"A dummy copy, yeah, I figured that out, guess that makes me smarter than Reed Richards," Gwen said swiftly and Reed shook his head, opening his mouth. Sue was almost amused, Reed looks like his puppy dog had gotten shot right before his very eyes.

"Do you not see the power that I hold over all…..that power can be yours, along with the respect…..I can see that you crave control over all…the number of women that you have captivated makes things….."

"So, you've been spying on me…"

"Doom does not spy, he studies," he replied, deflecting the Goblin Queen's question but suddenly, Spider-Man held his hand up.

"Okay, that's all well and good, I guess," Spider-Man replied, mentally racking his brain for an idea as to how to get out of here. "But, you know…I've made it a habit in my life not to team up with would be dictators who talk in the third person. So if you excuse me….."

"I see….you are willing to spurn Doom's offer, you may in fact be as arrogant as Richards is," Doom whispered, harshness dripping from his voice when he stared down at Spider-Man once more.

"Well, I wouldn't go that far, but I guess all of us are a little bit arrogant and if you don't think that you are, then you don't own a mirror, or don't look at yourself in that shiny suit," Spider-Man said and Doom prepared to summon another trap, one that he prepared for Spider-Man.

"Something the matter, Doom?"

Doom could not believe it, nothing in his palace was responding to him.

"We did a good job in keeping you talking, so we can slip a little surprise into your system."

Doom raised his hands and flew down the steps, going right for the Goblin Queen but she dodged his attack.

A bolt of mystic energy flowed at her, but the Goblin Queen dodged it, and Spider-Man took him down just like that.

"You dare….."

"Put your hands on Doom, I know, I know, I know, get a new one, please," Spider-Man commented to him and Doom raised his hand high into the air to bring down another attack.

The Invisible Woman trapped him in in an invisible box. He tried to hammer his way through the box but he found himself trapped. The web slinger looked at her and she smiled.

"Figured that we'd wrap this up but…..I don't think that it's the real Doom," the Invisible Woman remarked to them and the Human Torch looked at his sister.

"You're joking….you're really joking…..wait….it's another Doom Bot, you've got to be kidding me," Johnny whispered, agitation flowing from his voice and there was a second where Sue's eyes averted towards him. There was a burning gaze directed at him.

"I really wish that I was Johnny, but no, I'm not kidding," Susan said, dropping Doom down to the ground or rather the Doom Bot.

* * *

 

"What was his end game?" Spider-Man asked them both and Susan offered her assessment on the matter once again.

"Well…I think that his end game would be…it's Doom, I really can't say," she replied and frustration brimmed through her eyes and her voice. That being said, she looked at both of them. "I think that the three of us can meet now, Doom is done for the day."

Spider-Man didn't really blink and neither did the Goblin Queen. They were an area of the Fantastic Four's area of the Baxter Building that was pretty much isolated. This was a place where Sue went where she wanted to be left along with her thoughts.

"So, I would ask you how to figure out…"

"But, that would be obvious, wouldn't it?" Susan asked him with a smoldering smile on her face, her gaze penetrating his face. "A secret identity, the two of you should be fortunate that you kept them for this long."

"Yeah, there's always some idiot with a cell phone trying to sneak a peak out of everyone," Gwen said and Susan smiled at that fact, shaking her head. As brazen as she was, she did have a point. "It's kind of ridiculous."

The other two walked off to another room. They could change in their civvies in the next room and that allowed Susan to shift her way into the next room.

She wondered about something, and perhaps she thought that she would be prying about something, but at the same time, the blonde female was extremely curious.

In the shower, she imagined his strong hands all over her body, and the blonde thought about what he could do, how he could pleasure her, how she could service him.

' _You need to get laid, badly,'_ Susan mentally summarized to herself, and she could feel the heat pulse between her legs at these thoughts. That being said, she shook her head and took a calming breath.

Susan half hoped that they would have popped in, in the shower to surprise her but that was no dice. Perhaps they were purposely winding her up or perhaps it was a part of her paranoid imagination. The blonde placed her hands on her hips and sighed. Their presence made their mind go completely and utterly wild.

"So, I need to ask you a question?"

Susan turned around, dressed in nothing but a towel wrapping around her tight body. The blonde didn't really care, because she had no body issues. She had a great body and why wouldn't she showcase it off.

"Yes…what….what do you want to talk about?" Susan asked and Gwen cut straight to the point.

"What's the deal between you and Reed Richards?"

"Well…..there's no deal…I did have a crush on him, an older, intelligent man, anyone like me would have a crush on something like that but the problem is, the idea of Reed Richards is more amazing, but he's….."

Susan sighed, and she responded, walking a bit closer to them. Her body was heating up and she longed for pleasure. She longed for something between her legs that was very real and wasn't a toy.

"For any type of science, even something obscure, he's pretty smart, even though there are things where he's woefully ignorant about…but….with relationships….well an army of naked women could dance in front of him, and he would only regard them as a scientific study," Susan told them and Peter gave her a bright smile.

"Seriously?"

"Yes, seriously, that's…..well I'm sure that you can appreciate the tender affections of a woman?" Susan asked and she got a burning gaze. She took a step back, back peddling.

' _Way to stick your foot into your mouth, Sue,'_ the blonde thought, shaking her head.

A long sigh escaped her lips but it was more sensual than anything else.

"Well, what are you trying to say?" Gwen asked, and there was something predatory about her gaze.

Sue didn't really mind it; in fact, she got extremely excited about it. She felt like someone who was about ready to become part of the hunt. Her nerve endings felt like they were on fire.

"It's just that…."

"Really, just spit out and say it….."

"Is this about Peter being with a lot of women?" Gwen asked her calmly and Sue blinked, she looked like a deer in the headlights.

Slowly and swiftly she nodded. She was tongue tied and didn't trust herself to really speak.

"Doesn't that….well doesn't that present a problem?" Sue asked and she shook her head. "Don't get me wrong, if a guy is worth it, you should spread the wealth, but there are a lot of girls who would slaughter each other over a new pair of shoes."

"Those are the type of girls I think that we would all like to avoid," Peter said and Sue nodded feverishly in response.

"Right, right, um…..yeah right," Sue said, looking rather flushed and she noticed Peter's hand's resting on either side of her waist.

The only thing really holding up that towel was the pull of gravity and that might have been just barely come to think of it.

"The question is, the most important question is, what do you want?"

Words failed Susan Storm at this point, so she decided to answer that question with decisive action and her lips pressed against Peter's.

The kiss that they experienced was electric and Peter ran his hands around her body. The blonde whimpered in his grip, their tongues pushing together.

"I don't think that you'll be needing this anymore."

The towel slowly pulled from her body and Susan allowed it to happen.

Susan closed her eyes and she could feel Peter's hands continue to pay attention to every area of her body as they explored every single kook and cranny. She leaned into the kiss and she could feel the power of his pheromones overtake her. It was causing a heat to rise through her body and she could feel Gwen's hands completely remove the towel wrapped around her body.

She was exposed in all of her glory and all of the glory of Susan Storm could be pretty glorious.

"Just relax," Gwen whispered, planting kisses down the side of her neck and Susan smiled, running her hands down Peter's body. "That's it."

Gwen's fingers worked down between her legs and Susan could feel the rush of pleasure. Her hands trailed down Peter's body and she could something.

Something long and hard, and as a scientist, she felt the need to experiment with what she had in her hand. The hard rod in her hand grew even harder the more that she stroked him, causing him to harden.

"It feels a lot better when you put it in your mouth," Gwen advised and Susan got down onto her knees, worshiping her god.

She leaned forward, her lips wrapped around Peter's manhood. Peter grabbed her around the head, holding her by her blonde hair.

"Careful, don't overwhelm yourself so much at once," Gwen advised her and Susan wrapped her lips around his manhood, her lips and tongue working over him, when she brought herself up and down him, spearing him deep down her throat, to the point where she almost choked. She stayed a steady course, working more and more of his manhood deep into her mouth, when she continued to pick up the pace.

Susan shook her head, she could feel her lips tighten around his manhood and she wanted this, she wanted all of this to be honest.

"You're doing good, just keep it up, and I'll return the favor," Peter told her and Susan could feel her pussy moisten with desire at the thought of him being inside of her. Of being brought to numerous nerve racking orgasms over and over again.

Gwen got down on the bed, the sight of her boyfriend being sucked off by her idol was hot and she rubbed herself furiously.

Susan kept herself going, picking up the pace, with her lips wrapped around his tight tool, and she leaned back, sucking him hungrily. Her mouth continued to work him over, and eventually something had to give.

Peter grunted, thrusting his hips forward, and he launched a steady stream of cum down into her mouth. The blonde haired goddess on her knees took his cum down her throat.

"Tastes good, I can have that every day," Susan whispered, hunger dancing through her eyes when she pulled herself to her feet and Peter spread her thighs, before kneeling down right over the top of her.

"As promised," Peter replied, working his mouth between her pussy lips and he licked her.

His tongue stuck to her tight lips and Susan could feel the pleasure. She could see Gwen crouched over her face.

"Make sure to thank me."

Susan could sense the younger blonde's sweet, sweet pussy hovering inches away from her nose. Her lips grew succulent with desire, and more hunger flashed through her eyes. The older blonde pushed her tongue into the pussy of the younger blonde. She paid tribute to this goddess by lapping up the juices from her.

She had a bit more experience in this because of her college days, and the blonde on top of her indicated that she didn't lose her touch, as her tongue thrashed and twisted around inside her tight pussy.

For Gwen Stacy, this was like a dream come true to have Susan Storm eat out her pussy.

"That's….that's…..that's it," Gwen moaned, and she felt like she was having a wet dream come true. Susan's tongue thrashed around on the inside of her body.

Peter enjoyed her tasty pussy but why should he taste it, when he could fuck her? The young man crawled over her body and he brushed his length against her dripping hot slit.

The blonde temptress closed her eyes, and she could feel his huge cock against her pussy walls. She begged him to take her.

"I think Sue here wants to tell you something," Gwen whispered, running her fingers through the blonde's hair.

"Take me….take me, and fuck me," Susan begged him and her pussy became completely moistened with desire. It begged for him, she wanted him, and she was going to get him, no matter what.

No force on heaven or Earth would stop this from happening.

"If you want to," Peter told her, and she closed her eyes, before getting up. Gwen allowed her to and she threw herself against Peter, with a passionate kiss. Her tongue wrapped around his, and Peter could taste his girlfriend all over her lips.

That got him harder than ever before and her wet center was lined up against his manhood. No matter what, he was going to feel the pleasure and she went down onto him, her hips tightening around his tool.

Susan closed her eyes; she could feel the pleasure explode through her body, as his massive prick speared between her hot thighs.

The blonde haired woman hung on for the ride and it was quite the ride. She was rather tight, even though she lost her innocence due to an incident with a vibrator in college. That being said, she grabbed her hand around him.

"I'm tired of being considered the soccer Mom of the Fantastic Four, take me and fuck me like the bitch I am," Susan begged him and Gwen smiled and nodded.

"Well if she wants to be fucked, then she should get fucked, put her on her hands and knees, and give her what she wants, Pete," Gwen whispered.

Seconds later, the woman in question was on her hands and knees. Her body hungered for this, her hot pussy begged for be fucked.

Peter hovered over her dripping hot pussy and put his hands on the ass of the Invisible Woman. His cock slid into her once again and Susan closed her eyes and screamed.

"Oh, fuck me, I want to be fucked hard with a big dick, until I can't walk," Susan moaned and Gwen looked at her.

"Such language, I think that you need to clean out my pussy with your dirty tongue," Gwen said and Susan was down between her thighs, about ready to eat out Gwen.

Sure enough, said tongue was about ready to go in between her and the blonde closed her eyes, licking Gwen's pussy.

She had quite the tongue, and more importantly knew how to use it. That made Gwen rather satisfied, as she was brought to an orgasm constantly. Her hips pushed up.

Meanwhile Peter gripped Susan around the waist, and hammered into her from behind. Her juice box closed around his prick, sucking it in between her thighs. The more that he worked himself into her, the more that she brought him deeper between her legs.

"You can take my ass, if you want to," Susan whispered and Peter smiled, he considered it.

"Well that's not an offer that I don't think that you can pass up," Gwen told him, and she pushed Susan's face down so it was buried once more in her pussy. The blonde vixen licked and slurped her, and Gwen relaxed, her back arched, allowing Susan to get to work.

Peter thought that he couldn't pass up that offer but at the same time, the web slinging hero did not want to stop fucking Susan's super tight pussy. Her walls hugged around him when he brought his manhood further between her smoldering hot thighs.

The young man built an immense load and Susan tightened her pussy around him, licking his head and bringing him deep into her throat.

Peter grunted and whispered in her ear. "Here it comes."

"Give me it, baby," Susan whispered, her walls clenching him like a vice. In time with his thrusts, she milked him.

Peter wrapped his hand around her breast and pumped his way into her, sending his fluids deep into her pussy.

Susan allowed him to empty his juices into her, the blonde temptress taking each and every spurt of cum that he could give her.

"Take me ass," Susan said, and she sat on his lap, grinding her tight ass against his manhood, trying to get his blood boiling and it flowing to a certain area.

"Yes, Peter, take her," Gwen said, running her fingers through Susan's pussy, rubbing her clit. Her fingers heated up and it gave Susan a thrill that she thought that she never would have.

Peter pushed himself on Sue's other side, preparing to sink his manhood in between her tight ass cheeks.

Susan closed her eyes, biting down on her lip but Peter sank his fangs into her shoulder. That did a wonderful job in dulling her pain, increasing her pleasure, and causing a nice dose of pheromones to fill her body.

Gwen pushed her fingers into Susan's pussy, almost running her fingers into her. She decided to give her pussy a taste test and smiled.

"Really good, take her ass and mark it for your own, Peter," Gwen whispered and she gave Susan a long kiss.

Susan could taste her own cum on Gwen's lips while Peter fucked her in the back door. That caused her to close her eyes. Her ass was being hammered like it owed someone money and that was the way she liked it.

Peter could feel his manhood be pressed up against her ass and he used his fingers to help Gwen stimulate her clit and pussy.

The blonde was mewling, with Gwen kissing her, using her tongue. She ran her hand up and played with the blonde's breasts, with Peter doing the same. Her nipples got extremely stiff and Gwen grinned at the thought of how they would taste in her mouth when she sucked on them.

Therefore, Gwen wrapped her mouth around Susan's nipples and sucked them, while Peter rammed her ass and fingered her pussy.

Susan suffered from pleasure overload and she felt so good. She wanted Peter's cum to be fired into her ass that would make her feel so good, she couldn't even describe how good that would really feel.

"Oh, shit, that feels really good, fuck, really good," Susan moaned. A cock up her ass and a beautiful blonde sucking her tits. That felt extremely really good.

Gwen smiled and she could see the pleasure Peter had in her eyes. His manhood thrust deep into her, going deep into her bowels.

"Close…"

Susan clenched her ass around him and this was a nice unbearable pleasure to be given to him. His balls ached and they longed for their release. He pushed up against her rear, and kicked up a few thrusts. His balls tightened and he shot his hot load into her.

The blonde closed her eyes, feeling his hot seed splashing into her bowels. The blonde grabbed onto Gwen, holding herself up as Peter finished up inside her.

* * *

 

It was dawn in New York City. The city that never slept actually slept for once. Which sounded like it was foolish, but it was true.

"HELP, HELP, THIEF!" a shopkeeper yelled in the distance. "SPIDER-MAN JUST ROBBED MY STORE!"

Spider-Man engaged his mechanical web shooters and swung across, a bag of merchandise over his hands.

"Tell your friends that Spider-Man is finally making the citizens of New York paying his just share for his services," the web slinger said with a wicked grin. The guard rushed after him, but Spider-Man held up his wrist. A stun gun emitted from it and he shocked the guard down to the ground. "Sorry, if I have to run, but I have to make a withdrawal."

* * *

**To Be Continued On September 24** **th** **, 2014.**

**That particular threesome everyone should have seen coming when I first planted the seed(no pun intended) of it during Chapter Seventeen.**

**Oh Doom, the thing is, there was some truth in what he was saying, but he wrapped it in so much Doominess that it was batshit insane.**

**Oh noes, Spider-Man has turned to a life of crime. Only something seems a bit off about him. Who could be behind this dastardly deed? What will happen next? See you on Wednesday for these answers and more.**


	18. Spider-Man: Wanted

**Chapter Eighteen: Spider-Man, Wanted.**

The sound of a bank robbery was a normal sight in New York and Captain George Stacy made his way onto the scene, with a couple more of his officers following him. It was a chaotic situation and already this morning a jewelry store had been locked up.

"Carter, DeWolff, stay with me," Stacy said, looking around. The Mayor was putting a lot of pressure on him to capture any masked vigilantes, along with the criminals. Over time, he was beginning to see the necessity of someone like Spider-Man sticking around.

Spider pun unfortunately intended but George Stacy shook his head and he saw a pair of security guards. They dangled from the ceiling, hanging from something sticky and Captain Stacy looked rather shocked, his mouth opened.

Could it be, was it? IT WAS! It was Spider-Man's web fluid?

He couldn't be for sure, but that was for certain. Regardless, the vault was pulled open and there was a figure rustling around in the vault. Captain Stacy looked behind his shoulder and DeWolff hitched in her breath, before she rushed forward, pulling a gun out.

"Freeze," DeWolff snapped a little bit and the man in the vault turned around.

"Really, you think that you can stop me? he asked, looking at them, with a smile on his face and he lifted his gauntlets, causing an electrified fury to blast through their bodies and shook them both. "Well after all I've done for this city and you ungrateful donut munchers, you think that you can tell your friendly neighborhood Spider-Man what to do?"

Captain Stacy was looking around, his mouth hung halfway open, he didn't want to believe what was happening but he could see Spider-Man moving, bouncing off of the walls.

"Take me in, if you can, but you know that without me, you'd be putting in a lot more hours overtime," Spider-Man said with a smile on his face and suddenly, Captain Stacy joined his fellow officers hanging upside down.

There was something up about Spider-Man but he couldn't figure it out.

"What are you doing?" Captain Stacy asked and Spider-Man's lips curled in an amused manner.

"Just doing what's necessary in this city," Spider-Man said and he looked at the man as he dangled above the ceiling on him. "I'm trying to collect the necessary tribute that's due to me."

"You never seemed to be one about the money," Captain Stacy said and Spider-Man looked at the man, before deciding to lift the two bags above him.

"Always about the money, you see, that's the only reason to be in this game, it isn't about some great responsibility that comes with great power," Spider-Man said, swinging off into the night, with the bags of money slung over his shoulder.

Captain Stacy tried to hold himself above the ground and tried to pull himself out. He could see Carter and DeWolff get up to his feet.

"Spider-Man, Spider-Man," Carter grumbled, blood splashed to the ground and he tried to shake the cobwebs from himself but he failed with it.

DeWolff pulled herself to her feet, she had been around Spider-Man, there was something about him that was off. The moments were there granted but….she didn't really put her finger on it. Something was a bit odd.

"What the hell just happened, how did he do that?" DeWolff asked, getting to her feet, wincing, trying to pull Captain Stacy down.

That much was easier said than done. He was trapped up there without anywhere to go.

"You're guess is as good as mine, you know…..if he's like this, it was only a matter of time, and we've got to bring him down," Stacy said and DeWolff opened her mouth.

"What if….what if it isn't Spider-Man?" DeWolff asked him and Stacy stopped.

He thought about it, something was up here. They knew Spider-Man, just yesterday he did the same thing he always did. He was a vigilante and they had orders to take him down. But Stacy found himself going out of his way not to bring him down.

This about face just recently smacked of something really weird going on here. Maybe it wasn't him. Maybe it was a copycat or a clone or something.

"Don't think that I haven't considered that."

Captain Stacy's head was buzzing and the back up was here, much too late. Along with the members of the press, which was going to make things all that more problematic as far as he was concerned.

"What is it…..did you see Spider-Man come through here, he was the one who triggered the alarm?" one of the members of the press whispered.

The one and only Betty Brant stopped. Her mouth hung open when she heard each piece of evidence, each more damning than the last. Few eyewitness reports that Spider-Man was there. The brunette woman could not believe it, because it seemed so unbelievable.

There was so much of it that didn't make any sense and Betty slipped off after getting as much she thought that the press was going to allow to know at this moment. Young Miss Brant popped her way around the corner and took out her cell phone.

She was told only to use this number in case of an emergency. Betty only had to think about ten seconds regarding that. She would have to say that Spider-Man being accused of robbing a bank would qualify as an emergency, as far as she was concerned.

"Come on, come on," Betty whispered, she thought that it was impatient of her but she didn't really know what else to do.

"Hello?"

"Yeah, it's me," Betty said, pushing her hair underneath her chin and smiled. "We have a problem."

* * *

"It's simple science really."

Kara was willing to protest this fact until she was blue in the face and Peter's eyes looked into hers. The blonde sat there, working on their project for the science fair. Her hair tied back in a ponytail, allowing her beautiful face and shining blue eyes to shine through. She wore a nice white tank top and cut off black jean shorts, along with sandals, which dangled from her feet.

"Simple science for people like you, me, and Gwen, yes," Peter said patiently, almost amused. That being said, it was nice to talk to someone who was on his level, other than Gwen, who he didn't have to dial back the scientific explanation for.

That being said, it seemed like she didn't really have any patience.

"Okay, fine, what do you want to do?" Kara asked, throwing her arms over her chest.

"Something that doesn't get us disqualified from the Science fair for being too complex," Peter said and Kara raised her eyebrow.

"Did we get…are you speaking from experience?" Kara asked, shaking her head.

"We're not trying to reinvent the wheel, we're just to get an A+ in our class," Peter said and Kara's hair flipped down to her face, her piecing blue eyes locked onto him. "Our entire graduation hinges on this one class, and I don't think you want to do it over any more than I do."

Kara frowned, no she didn't.

"You didn't answer my question…."

"8th Grade science fair, I got failed because the teachers didn't understand the project, so they thought that I was making….well….."

"They thought that you were pulling things out of your ass, didn't they?" Kara asked, her lips curled into a smile and Peter nodded. "Well, let's just step back, and take a deep breath, maybe relax a little bit."

Kara placed her hand on Peter's arm and the blonde continued. "And maybe we'll come up with something."

The blonde recognized the pheromones as something that certain species of animals used to attract the best quantity and quality of mates. It had a distinctive pattern that most females wouldn't know to look for. Most because they would be blinded by their own lust and would not be able to focus halfway straight.

Not that she wasn't being blinded but it was best to keep things cool or at least as cool as possible. Her summer vacations with her mother caused her to learn control of her powers, but constant exposure here caused her abilities to be tested.

"So, what's the deal with…" Kara whispered with a smile looking at Peter but suddenly there was a knock on Peter's door.

Kara was somewhat annoyed but when she saw the person in question, she really didn't mind too much, because she knew that she wouldn't be here without a bad reason.

"Carol, what's she doing here?" Kara whispered and there was a second where she made her way down the stairs with Peter walking next to her.

"Slow down," Peter said, amused at how much time she took. She was down the steps in a blink of an eye.

That being said, the two walked side by side with each other and Peter opened the door.

"What can I do for you, Ms. Danvers?" Peter asked in a polite voice.

"We have a problem, given that Spider-Man just robbed a bank, twenty minutes ago," Carol told the duo and Kara jumped in.

"That's impossible…..I mean, he was…..well he wasn't….he couldn't," Kara said, about ready to blurt out that Peter had a perfect alibi.

She decided to hold her tongue at the last minute.

"Wait she knows?" Peter asked Carol and Carol opened her mouth and looked at Kara.

"She knows?" Carol asked, she was confused by this. She got it instantly. "Oh, you know, don't you?"

"You didn't tell her then," Peter replied and Kara watched the tennis match with the two talking back and forth, almost like she wasn't in the room. It was almost amusing, or it would have been almost amusing if it wasn't so annoying.

"She didn't, I have good hearing," Kara told him and Peter looked at her. "Oh, that's a curse more than a blessing, I think. I have to hear about every single bit of high school drama ever, and….do you really think that I want to hear it?"

Peter shuddered. He heard enough of it without the enhanced hearing.

"No, I can see why you wouldn't want to hear it," Peter told her and Kara smiled.

It was at that point where Gwen's car flew into the driveway. She got out without any preamble and rushed up the steps, out of breath.

"Let me guess, you're here because the fact that I've apparently robbed a bank?" Peter asked her.

Gwen took a second to catch her breath and to calm down. She figured that Peter might have found out.

"Guess everyone's in the know here, so….it's not really worth it to really do that cloak and dagger thing here," Gwen said and Peter nodded with a smile on his face.

"I guess not but…..exactly who would be doing this, trying to frame my friendly neighborhood name?" Peter asked but Gwen held up the phone.

"Betty wants to talk to you, if you have a minute," Gwen whispered and Peter nodded with a smile, leaving Kara, Carol, and Gwen alone.

"Hi, my name's Kara…..and you must be Gwen….I really wish that we could meet under better circumstances, you know," Kara said brightly, reaching forward and shaking Gwen's hand, the blonde's smile barely keeping off of her face.

"Likewise, likewise," Gwen said with a smile on her face. "So you're the one who is working with Peter with his science project?"

"Yeah," Kara said to her, and she wanted to half listen to what Peter was saying but Carol shook her head.

"So, you're keeping him from doing anything too complex, aren't you?" Gwen asked and Kara laughed.

"Yeah, but I think I need a reminder," Kara added, more to herself really.

* * *

"I recognized one of the little props that our faux Spider-Man had, it was used as a prop for a movie….oddly enough about a very similar themed movie about a spider themed vigilante, but…..you weren't inspired by it, were you?" Betty asked and she prodded forward. "Night of the Archanoid?"

"Can't say it rings a bell," Spider-Man admitted, swinging from building to the other, cutting a good pace.

"Can't say I'm surprised that you haven't heard of it, I don't think anyone's heard of it, to be perfectly honest with you," Betty said and she was researching things a bit more. "It has a twelve percent satisfaction rating but its star was Quintin Beck…..who went onto be a movie producer of great infamy…"

"Beck, Beck, Beck, the name rings a bell," Spider-Man said and Betty smiled.

"It should, he tried to pull some insurance fraud scene a few months ago, and you intervened in it…apparently he hired some goons to attack the filming his movie and you stopping said goons ruined everything," Betty said without taking a breath and Spider-Man raised his eyebrow. "Which is interesting because he should be in prison right now, I'm trying to find out what I can…"

Spider-Man made his way to Wonder Studios, the place where Beck once ran his cheap B-movies there.

He opened the door of the studio up once again and suddenly the spotlights came on.

"Do you get off on this, Spider-Man?"

"What are you….."

"I said do you get off on it, web slinger?" the man asked him, shining the spot light down on them and the web slinger leaned over his shoulder. His heart thumped against his chest once again.

There was another Spider-Man who dropped down to him. "Let's face it, anything that you can do, I can do better…."

"You just keep saying that, but that looks nothing like my costume, the shade of blue is absolutely nothing like it and you're too short and….mechanical web shooters are so six months ago," Spider-Man ranted. "So, time to remove the mask, and let's see who's underneath it."

"After you, web slinger, after you," he said in an overblown manner, and suddenly there was something that erupted from the walls.

Spider-Man's spider sense blared up and he evaded flaming spikes, along with a swinging pendulum, followed by a net that shot out at him. The web slinger caught it and hurled it back to him.

"So you think that you can defeat me with the tacky special effects out of one of your B-movies?"

"You ruined my life, I'm going to end yours."

There was a roar of a dinosaur robot and it had laser eyes.

"Dinosaurs with laser eyes….that's awesome but also tacky, one of those so bad it's good things," Spider-Man said but there was no time to crack with the wise.

He dodged the dinosaur, it's short arms out stretched when it tried to take him out.

Spider-Man launched himself high up into the air and landed down on the back of the dinosaur's head. He tried to smash his fist through the top of his head.

Once again, the faux Spider-Man made his way out the door and Spider-Man walked his way there.

Suddenly there was three Spider-Men standing there and the web slinger raised one of his hands, about ready to smack himself on the head.

He thought that they were holograms. He was proven wrong. One of them smashed them in the chest, knocking them down onto the ground.

The web slinger pulled himself to a standing position, and he swung another punch but it smashed off a metallic plate. It was obvious that the real Beck had left the building a long time ago. That news wasn't encouraging. This left Spider-Man pretty much with his pants down and unable to figure out what was going to happen next.

' _Okay, someone like that, he couldn't have gotten very far, in fact, he might still be here, all of these cheesy special effects,'_ Spider-Man thought to himself and he had to pick the right door, because there were three of them.

He touched the door knob on the first door, spider sense, likely not a good door.

The second door was more of the same and Spider-Man took half of a step back once again.

Third door and third time was the charm and Spider-Man ran off to see if he could engage Beck.

* * *

"So, I got beat the first time," Peter said, managing to regroup from what happened, and meeting back with Gwen afterwards.

"I wouldn't say that you necessarily got beat, you just haven't won yet," Gwen told him and Peter smiled, he was glad that Gwen managed to put a very positive spin on what was happening. "But let's look at what our enemy has to offer, I mean, if we learn what he's all about, and then there should really be no reason why we can't beat him."

Peter smiled, he sure hoped so and there was the security footage of Wonder Studios, a lot of it was blanked out.

"The longer he's out there, the more he's tarnishing your name…."

"And the really frustrating part is that he does it out of pettiness," Peter said and he really wished that there was an easy way out of this.

"Maybe, I can help."

There was a second that Spider-Man and the Goblin Queen were surprised, when they saw a mysterious figure standing in the shadows. The two of them nearly burst with anticipation of the worst kind but Gwen was more of the impatient type. So she corked her head and cleared her throat, trying to coax the young female who was standing in the shadows out of said shadows and out into the open world.

With a sheepish expression on her face, the young girl stepped forward. Her blonde hair flowed behind her and she was wearing a red mask that covered her face, even though her bright vibrant blue shined at them. There was a tight red top wrapping around her, with a golden creature, almost like a bird of prey of some sort, adorned to her chest plate, and said shirt rode up to showcase her toned and tanned midriff. A flowing red skirt and thigh high red and yellow boots added to the ensemble quite nicely.

"So, who are you supposed to be exactly?" Gwen asked, well she had a good idea who she was underneath the mask.

That being said, the blonde placed her hands on her hips, in what she thought was a triumphant pose and an amused, or perhaps bemused smile cracked over Peter's face when he looked over her.

"I'm Flamebird," she said in an excited voice.

"Nice costume, very nice," Peter said, looking her over. Gwen cleared her throat. "But you said that you'd be able to help us….."

"Right, I've been…..well I got more security footage, if you want to look at it," the girl, this Flamebird, said with a smile on her face and Peter and Gwen turned towards her, looking rather interested. "It's from a friend of mine, she calls herself Oracle, you see, not sure if that's any significance or not, and I'm assuming that it's a she."

"On the Internet you never know," Gwen said and the blonde nodded with a real smile on her face. "So are you going to show us the footage?"

"Yeah, yeah, I was just getting to that," the blonde said, trying not to sound all that anxious, even though it was hard not to do. She took a deep calming breath. This was the first time she was out in the open in her costume and she might have overdone the brightness just a tad. "But…..here you go, I guess."

The blonde slapped the palm drive on there and suddenly, Peter was seeing what happened.

"I knew some overweight director couldn't be pulling off all of those acrobatic Spider-Man like stunts," Spider-Man said, looking at it, and seeing the glow. So the Spider-Man that he fought, that was a hologram as well.

"Okay, we find that out nice and easily," Gwen said, running through the footage one more time. "Oh, he's….well vanity doesn't really describe that."

"I don't know," Flamebird said, watching his hammy performance. He was giving the voice and movements to the solid light Spider-Man hologram and some of his movements were melodramatic to say the least.

"Star of a million Z-List movies, and a director to a million more, remember," Peter whispered and suddenly he looked excited.

He found the one clue he was searching for.

"So, you're not going in this alone, are you?" Flamebird asked and Gwen looked towards her, shaking her head.

"At first, to lure him into a false sense of security, so we can get the drop on him later," Gwen confirmed and Flamebird nodded.

She could zoom in at the speed of light and confuse him. But it could be a trap. That was the thing about powers, nothing was one hundred percent secure.

Carol actually gave her that lecture, although she had been going around town, taking out various low level criminals. Nothing like what Spider-Man did but she thought that she could make his job a little bit easier.

That being said, she watched him, and awaited his next move against Beck.

* * *

All roads led to a dingy little warehouse across the street from where he was. Spider-Man was almost amused by this fact. The warehouse in question was right underneath his nose from where he was. The web slinger took half of a step forward, clearing his throat when he continued to walk forward.

Spider sense went off but to be honest, he didn't need any spider sense to know that he was running head long into a trap of some sort. At least he was forewarned that he was.

"Okay, Beck, I know that you're around here somewhere, remove the mask, and come off into the light and face me," Spider-Man said but suddenly, the faux web slinger dropped down to the ground.

"Come one, come all, and witness the demise of the imposter who has destroyed my name," Beck said, waving a finger at Spider-Man, nearly mockingly.

"Your….your reputation?"

"Yes, if you had not intervened when you should, then my scheme to achieve appropriate funds would have gone off without a hitch but you just had to show up and be the do-gooder, didn't you?" Beck asked, his eyes narrowed in agitation and not to mention frustration.

"Look, Beck, seriously, you weren't doing the right thing there, so…"

"You are called a vigilante, because you have no right, and you ripped off my look in Attack of the Archanoids," Beck said in a melodramatic voice.

"Okay, I ripped….you're kidding me right, you just got to be kidding me, right?" Spider-Man asked, his mouth hanging wide open.

It was almost like he was struggling to process this most simple of information but Beck, being Beck, had failed at logic and it caused his mind.

"And now you will be put on trial for your crimes of plagiarism, and I will be the judge, jury, and executioner," Beck said in a loud and boisterous voice.

"First of all, Quintin, your movie, no one saw it and those who did see it, didn't like it, and you're just those type of people who blame anything from….."

Suddenly a bolt of stingers flew from the air. They were nothing like what Spider-Man wore, rather these shot acid. The web slinger avoided the attack.

He spotted it immediately, the nice little projector Beck used for his little smoke and mirrors act.

There was something that zipped in while Beck was distracted by Spider-Man. Suddenly the projector, it caught fire.

' _Thank you Flamebird, you live up to your name quite nicely,'_ Spider-Man thought, his head shaking with a smile on his face.

That being said, the man appeared, wearing a skin tight black suit. He had a salad bowl haircut, resembling Moe from the Three Stooges. He looked like a dear in the headlights, and Spider-Man zipped up.

His fingers closed around the man's throat and he gasped, trying to free himself.

"Pay no attention to the man behind the curtain, you see, this imposter cannot hope to withstand the real power, I showed them what a true spider….man was like, and now New York can reap the benefits of his power," Beck rambled, growing more delirious at the moment.

"Actually, we got your entire confession on tape, good one, but it was your best performance," the Goblin Queen said, her lips curled with amusement. "It was still deliriously mediocre but the NYPD can certainly work with it."

Beck's outrage was horrifying and if there was one thing.

"Say it, say it," Spider-Man said and Beck's beady little eyes focused on him.

"Say what?" he asked, confused to where Spider-Man was going with this line of questioning.

"Say that you would have gotten away with it, had it not been for you meddling kids, and that dog," Spider-Man said.

He noticed the police arrived, and Flamebird, Spider-Man, and the Goblin Queen disappeared, leaving the tape recorded confession next to them.

"Why are you going, your name has been cleared?" Flamebird asked and Peter turned towards her with a smile on his face.

"Cleared name or not, I'm still number one on New York's most wanted," Peter said and the trio slipped into the alleyway, waiting for a delirious Beck to be hauled off.

"So….that was fun, granted, I didn't do much of anything, but that was still fun," Flamebird said with a shit eating grin etched on her face.

"You destroyed his little projector, and caused his entire plan to become unraveled," Gwen reminded her. "You did great, Kara."

Kara opened her mouth with a surprised expression but then she shook her head.

"A little rough around the edges, but you did great," Gwen confirmed and the blonde inclined her head, amusement dripping from her voice as she responded.

"You remind me of Carol, the two of you should get together," Kara said with a long off look as she looked at both of them.

Both of them excreted some very powerful pheromones but she would not be a slave to them. Her resistance was strong, okay, maybe it was weakening a little bit.

"That would be pretty hot," Peter said, with a smile and Gwen gave him a playful slap across the shoulder but she was smiling.

"So, I've got to run," Kara said, shaking her head, she could feel her nipples poking against the edge of the suit and they were growing uncomfortable and kind of tight as well.

"It's a shame really that you got to," Gwen said, with a flirty smile. "We do make quite the threesome."

Kara smiled and she knew that Gwen was trying to get into her head. But she would give the older girl something that would blow her fucking mind.

"I'm sure that you've had thoughts of the three of us getting together again, well maybe we can make them come true," she commented in a saucy voice, leaning forward and planting her wet lips onto Gwen's.

Gwen was nearly caught off guard by a long and lingering kiss but the second that she got her bearings, that's when she was gone.

"Well that was certainly something," Peter replied and Gwen's eyes snapped open.

"If she thinks that she's going to get away with that," Gwen whispered and Peter's mouth curled up in amusement when he looked at her.

This wasn't over, this wasn't over not yet by a long shot. As far as Gwen was concerned, that was something that they can take to the bank.

Right now it was time to return home.

* * *

Every good actor had a stunt double and Beck was no exception to this rule.

"So did I pass my audition?" Beck asked and he stepped forward to the man in the shadows. A robotic duplicate had been sent off to prison and now Beck was there, not even anywhere near the scene when Spider-Man and his partners turned up.

"You have, with flying colors, Quintin," he whispered and excitement flowed through the voice of the man in the shadows, wiggling his robotic arms. They looked rather dangerous. "You will be the second man that I have recruited, but there will be others. Spider-Man understands the value of team work but I will have a team that will exceed his."

"But, they do say that there is no honor amongst thieves," Beck reminded the man in the shadows and there was a long pause. "Aren't you concerned that your team may in fact turn on each other in the pursuit of their own personal glory?"

The man in the shadows looked fairly amused all things considered. "You leave such concerns to me."

Beck nodded, he was skeptical but he was brought from prison and given a second chance to atone from what happened and the best way to atone from what happened was to go after Spider-Man.

The web slinger was a menace and someone that Beck would take out in due time.

"So, Beck….."

"Quintin Beck is a name of someone who was weak, pathetic, a joke, I hear the reviews that they say about me, that's not who I am anymore."

"Very well then, what are you going to call yourself now?"

There was a cloud of smoke, as if done by design. Doctor Otto Octavius waited, to see the man who showed up once again. He appeared from the smoke, dressed in a green outfit that was armored. A flowing purple cape went down his back and the most questioned part of his outfit was in fact the helmet that was mounted on his shoulders. It resembled a fishbowl but he could see that there were all sorts of equipment on the suit.

"You've prepared this for some time, haven't you?" Ock asked in a cool voice and Beck laughed, it was dramatic and also a fair bit hammy to be honest.

"Yes, yes, I've prepared this for quite some time," Beck whispered in an excited tone of voice, crossing his arms with a smirk on his face, even though it could not be seen because of the large fishbowl obscuring his head.

Beck cleared his throat and it was obvious that the man himself was gaining a bit of steam and a bit more momentum, clearing his throat once again.

"You can call me…..MYSTERIO!"

Mysterio's rumbling voice could be heard all around and he made his grand debut for the entire world to see. Ock watched the man fold his arms, an impressive motion with them and he knew what he wanted.

All Ock cared about was warm bodies, Kraven was one, Mysterio was another, and half of his team was already in place. He was keeping an eye out for even more that he could used but it would be time to meet Spider-Man and Spider Woman face to face, because he needed to thank them properly.

**To Be Continued on September 27** **th** **, 2014.**

* * *

_Oh Mysterio, the master of melodrama. This was another piece to the three part finale arc for this second set of thirteen (14-26)._

_Kara is seen in costume for the first time. And there was….someone else who got a brief reference. Whether or not that leads to anything, I'll keep that underneath my hat._

_The NYPD are not completely idiotic. Truly we've hit the first sign of the apocalypse._


	19. Enjoy Those Moments

**Chapter Nineteen: Enjoy These Moments.**

"So I knew that Spider-Man was a phony," Kitty said in an excited voice, and Peter and Gwen in particular smiled and even Mary Jane and Liz were looking rather excited about the situation, even though they were more subdued.

Kitty had more than enough excitement for anyone and it was obvious with how she looked.

"Yeah, that guy was too overdramatic for anyone's liking, I mean, it was like he was auditioning for a movie," Liz said and Peter smiled at her. The dark haired girl flushed a little bit. "But yeah, B-movie actor, it's all over the Bugle…..well Jameson said that he was…..well….."

"Jameson is doing what Jameson does…"

"I wonder what he has against Spider-Man, I mean, I guess you can't account for good taste," Kitty said and Gwen smiled.

"Unfortunately you can't," Gwen agreed with Kitty, nudging the brunette with a smile. "But did you see the piece from Betty Brant, it was more even…..well researched and less sensationalism."

Needless to see Peter was rather pleased to see a few pieces like that like what Betty threw out there. He would also like to see a few less pieces like the kind of inflammatory pieces that were left by the one and only J. Jonah Jameson. He should have been a spokesman for something, always yelling and screaming on the Jumbotron.

' _What a blowhead, what I wouldn't give to web his mouth shut,'_ Spider-Man thought, visualizing the thought in amusement.

He could barely hold back his laughter, something that didn't go missed by everyone he was with.

"What's so funny?" Kitty asked, and Peter managed to keep a straight face, or at least what passed as a straight face.

"Nothing, not much, just thinking about how that guy thought that he was going to pull the wool over anyone's eyes," Peter said.

Gwen gave him a knowing smile. She came to the really ugly conclusion that this secret identity thing was going to be harder to keep the more that both of them were active.

Her father was slowly turning around on the entire Spider-Man thing, which gave Gwen a lot of relief. Whether or not he was able to put two and two together, and figure out who Spider-Man was, Gwen didn't know, but she talked with Peter and she was prepared for that.

Of course the real fun and games would be when her father found out what his daughter was up to. Gwen cringed a little bit, even though she tried not to show it. She was really not looking forward to all of that to be honest. The blonde's arms crossed together once more and her head swayed back once again.

She instinctively cringed when she put a bit too much exertion on her neck.

"Are you okay?"

"Yeah, my neck is just a bit sore, it will be fine," Gwen said, trying not to let on that she was in a tiny bit of pain.

She and Peter were out on a mission and some nutcase dressed like a vulture knocked her out of the sky. In fact he was called the Vulture, amazing original name to be said.

"Maybe, I can help a little bit," Mary Jane said, rubbing Gwen's neck.

Gwen felt herself relax as Mary Jane's talented hands worked her over. She'd be lying if she said that this didn't feel good.

Kitty watched a little bit, she didn't know that a neck massage could be so erotic. The brunette was proved wrong. She was getting a little hot under the collar for it.

"Um…..sorry, I need to use the bathroom, I'll be right back," Kitty said, nearly running into someone when she tried to join the group.

Gwen snickered once again, she was releasing pheromones at an enhanced rate and it was messing with the brunette girl's mind. She could see that Kitty was getting rather close on her list.

"So she's next, isn't she?" Liz asked, underneath her breath.

This entire group thing didn't really bother her as much as it might have others, but that's because she got up to some interesting things as a cheerleader. Granted, all of the participants were normally women. And it wasn't as scandalous as most would have thought. Just some good clean fun.

"Yes, eventually, although there's a certain blonde that I have my eye on," Gwen said, crossing her arms in amusement.

Peter smirked at that thought but suddenly he heard a buzzing in the back of his head.

"Excuse me, I've got to go take care of something….explain later," Peter said, walking off.

"Lot of that going around there, isn't there?" Liz asked and she smiled.

Meanwhile, Peter made his way off, wondering what was going on right now, and the buzzing in the back of his head got extremely intense the more. He felt like he was being pulled onto the Astral Plane.

"Sorry for the trickery," the woman, crossing her legs.

Peter shouldn't have been surprised.

"Madame Webb…..did you do this while I was awake so I wouldn't pass this off as really bad curry?" Peter asked, firing back.

"I can see something dark and dangerous in your future right now and the visions are getting sharper once again," Madam Webb said to him and Peter bit down on his lip, staring her down.

"Dark and dangerous, I don't suppose that we can make with a few more specifics?" Peter asked.

"It has to do with your very origins, and it could be the difference between life or death for you, and there is a force….a harbinger of life that has its sights on you, and you must…if you let it go, the world will be destroyed," Madam Webb said once again.

She hated when the visions came at a rapid fire rate like this and her head beat. She hated these visions big time.

"Again, specific, please," Spider-Man said.

"I can't do that," Madame Webb said in remorse and she could feel his powers ensnare her mind. This was one of the more powerful ones that she had dealt with, not the most powerful one to be obvious. "You managed to erase a dark cloud by defeating the Green Goblin when you did, but you created a hurricane."

"So, wait, you think that I should have left that psychopath to roam free?" Spider-Man asked in outrage.

She disappeared once again as quickly as she appeared. He was left standing in the middle of a water fountain once again.

"Okay, that was…..that was….that was really weird," Peter said once again, nearly falling over in the fountain.

A dark force was coming and he didn't even know what was coming. The web slinger was confused to be honest. He was going to get to the bottom of this.

* * *

 

Jessica really was confused more than anything else with what Peter was saying, as Spider-Man and Spider Woman were on their way to a stop a bank heist.

"So, wait…you got another message of gloom and doom….I got one this morning, the same one almost…..how beating the Green Goblin is somehow the bad thing," Jessica said shaking her head. "But she told me that there are no easy answers, and every step that we take down a strand of the web as their own consequences and benefits."

"Wonderful, I wonder if this is some side effect of the formula, and I'm going insane by seeing attractive redheads in my head…..which might not be the worst way to go that way, but still," Peter answered in rapid fire fashion, peering across the street.

The person had hostages which always was a pain.

"Wouldn't Gwen be seeing the visions if that was the case?" Jessica asked him. She groaned when she saw who was there. "Oh come on, do they have a revolving door installed in the prison?"

"I wonder if this has anything to do with how we spent our summer vacation, you know the training," Peter said once again.

"We were mind screwed enough there, but this is a different kind of mind screw…..how does someone like that get henchmen anyway?" Jessica asked.

"Well, the economy must suck to be a super villain," Peter said, without missing a beat. "You take the flunkees….yeah it does feel weird for him of all people to have some flunkees."

"We're just going to have to go in there and do this," Jessica said with intensity flashing through her eyes.

She mentally calculated a plan to deal with the hostages.

The spider themed heroine jumped through the window once again, and she managed to take out the two henchmen without being seen.

"So, how are you doing, Herman?"

Shocker looked up, his mouth hanging wide open and he was face to face with everyone's favorite neighborhood web slinger.

"YOU!" Shocker yelled once again and he blasted at Spider-Man.

He went to attack him in a furious attempt to take him down. This ended about as well as it did the last couple dozen times he went against Spider-Man.

"Really, you should come up with another hobby that you don't suck at, because being a villain just isn't your bag," Spider-Man said and he yanked the vibrating gauntlets away from Shocker, causing him to clatter to the ground once again. "I mean, I'm just saying this out of concern, because you're really making me come across as a bully right here, and I don't want to come across like that, I mean seriously…"

"SHUT UP!" Shocker bellowed, but he was punched right in the back of the head.

"So hostile," Jessica said once again and she showed up next to him. "I've got all of the hostages out of here…..there's a bomb down here but he didn't have a chance to arm it."

"You see, I could have blown all of these people to smithereens!" Shocker yelled but one of the security guards who had been freed smacked him in the back of the head with a Billy club.

"Good work, Spider-Man, Spider Woman," the guard said in a light and casual voice.

Peter knew that he was not really into this because of he wanted to be notorious or liked but it did feel good to be appreciated more often than it did to be ripped apart.

"Spider-Man's activities are increasing to increased delinquency amount minors, who think they can wear a mask and fight crime. The number of injuries that people have suffered emulating this web slinging hooligan are outstanding!" Jameson bellowed over the Jumbotron again and Spider-Man placed his head down into his hands and sighed.

"I'm sure that isn't anyone else's fault, you know like the fault of the parents that aren't watching their children," Jessica said crossly, wishing that she could burn Jameson through the big screen with a glare. "So, I guess that we're done here…..and I didn't really break a sweat."

Jessica had a class at ESU this afternoon and she didn't want to miss it.

"If you have any weird visions, you tell me, and I'll tell you, because I want to get to the bottom of this once again," Jessica said and she had a sixth sense that someone was watching her and she was sure that it wasn't Nick Fury this time.

Well she was sure that Nick Fury was watching him, because Nick Fury watched you when you were sleeping and he knew when you were awake. He was the worst fears of lack of privacy from the government come to life.

Peter stopped and got a text, it was from Kara.

**Carol and I want to talk to you….can you meet us at this address?**

Kara sent the address on through, along with instructions how to get there. He wondered what those two had for him, it seemed urgent.

**Fine, I'll be there, see you in a little bit.**

Peter Parker thought that this shaped up to be a fairly interesting day.

* * *

 

"You just had to stir the fires, haven't you?" Carol asked Kara with a sigh and the younger blonde smiled in response.

"Oh come on, you're counting down the days until he turns eighteen….and are you going to pop out of a birthday cake and jump him then?" she asked and Carol looked at her younger sister, with a cross look on her face.

Kara wasn't fazed by that.

"Not too much longer now," Kara said with a wink. "But if you wanted to get a jump on things, I sure as hell won't turn you in. As long as you give me a piece of the action."

Carol wasn't sure whether to say anything.

"You know, I'm surprised that you haven't…"

"Timing is everything my dear Carol, and the thrill is in the hunt," Kara said with a smile, licking the ice cream off of her spoon slowly, which caused Carol to shudder.

"You do realize that if you keep playing games with his Alpha, you'll be the hunted and not the hunter," Carol told her and Kara shrugged her shoulders.

"It's really worth the risk, you know," Kara said and Carol looked at her adopted younger sister like he was nuts. She smiled when she saw him approaching. "And speaking of the man of the hour, here he comes right now."

"You know, you should be on your best behavior," Carol told her once again and Kara smiled at her once again.

"Kara, Carol….I'm here," Peter said with a smile once again and there was a third chair with Peter where he sat down right across from both of the gorgeous blondes and smiled. "You wanted to see me, it was urgent?"

"Well…..I wanted to get this to you before Fury covered it up," Carol said once again and Peter raised his eyebrow once again. She knew that if Kara found out, she would tell Peter and Gwen to begin with, so she was cutting out the middle person and she could take the heat with Fury herself. "You've heard of HYDRA, haven't you?"

"Yes, the Red Skull, fought Captain America for years….but I thought they went the way of the Nazi after World War II," Peter said and Carol looked at him with a sigh.

"For a while they did, but they started resurfacing about twenty five years ago," Carol said once again, crossing her arms together and pushing the picture that she had in front of him. "And twenty years ago, your parents went to a mission with HYDRA…..it was a big deal, and it was to take them down once and for all."

She had the credentials and had been around for a long time. All Carol was going to say was that a piece of alien technology could really take the years off of her life. Then again, with super powered people, they could live for hundreds of years and not visually age past their twenties. Which could be one of the problems, as everyone died around them slowly but surely.

"You sound like that you were around there but….." Peter said, he was about ready to ask how old that she was.

Carol smiled once again, she could tell what he was asking.

"More than old enough to know better, but not all of the time," Carol said in a joking manner and Kara laughed in response to that. "And I know that my sister isn't more than old enough to know better at all."

Kara crossed her arms and pouted in response.

"Well…..what's the deal with this….this is a picture….my parents went in to deal with HYDRA?" Peter asked and the gears were grinding in the back of his head when he tried to figure out what was going on.

He wondered if this had anything to do with the reason that Fury dragged him in way back when.

"Are you getting the picture, or do I need to spell it out for you?" Carol asked. "The thing is…..your DNA should have registered what HYDRA did to your parents….."

"Maybe HYDRA didn't do anything, to sow the seeds of dissent in SHIELD," Peter suggested and Carol placed her hand on her mouth and thought rather intently about that one.

That actually was a pretty logical suggestion. She wondered why no one would have thought of it.

"Wouldn't be surprised."

She had run into HYDRA and they really played the mental game of chess or their leaders did as well. The Red Skull might be long gone, but there were others that were just as devious as him.

"This man, he was the scientist that experimented on your parents, Nathaniel Essex," Carol replied.

That was an interesting piece of information, but he didn't know what he could do about it right now. He appreciated what Carol told him. He might have heard of the name Essex before but it wasn't ringing a bell.

"You're not going to get into trouble telling me this, are you?" Peter asked, he would have hated to see her get into trouble because of that.

Carol shook her head suddenly.

"I haven't told you anything that Fury didn't tell me not to explicitly," Carol said with a knowing smile. "I just gave you a name, and you can do whatever you want to with it."

Peter wondered what the consequences were going up against HYDRA. They could be knocking on his door suddenly and swiftly.

Was that the big challenge his mysterious woman told him about?

"Just see what you can do, also HYDRA has a base in Nevada…"

"You know given all of the rumors about Area 51, I'm pretty sure that's ironic that the sworn enemies of the United States have a base there," Peter said and Kara looked highly amused.

"That's what I was trying to tell Carol," Kara said.

Carol pinched Kara lightly and gave her a reproachful look. Kara pushed her hands down and pouted.

"But it was cleaned out before SHIELD got there, nothing of value, which means there was someone of value in there, and that was the same base that your parents may have been sent to," Carol said and she could see the response of "may have?" dancing on Peter's tongue, so she managed to beat him to the punch the best she could. "I know…..believe me, I know, and you're right."

"Well, that's good to know that I'm right," Peter said, wondering what to do with this information but he had a pretty good idea what direction that he wanted to.

"I guess I'll see you on Monday, to work on our little science project," Kara said with a smile on her face.

If all went well, they would also be brushing up on their chemistry this time.

Peter got to his feet and turned to Carol honestly, with a charming smile on his face.

"Thanks for telling me….hopefully Fury doesn't yell at either of you too much….."

"Hey, it was my call, Kara was just tagging along so she can stay out of trouble," Carol said looking at Peter with a smile. "And you shouldn't really worry about me getting yelled at by Nick Fury, it's something that I'm all too used to. It doesn't even bother me anymore."

Peter smiled, his eyes locked onto hers, and could really see that. It appeared that Carol had been yelled and screamed at by someone like Fury, and it was done all too often but that just came with the territory.

Carol watched Peter took his leave.

"Not that much longer," Kara whispered to her.

That wasn't helping Carol at all.

* * *

 

Gwen punched up the research about Essex and what she found wasn't entirely encouraging at all.

"Essex worked with the Nazis during World War II, but he was let go by them due to the fact that his methods were considered too extreme by them," Gwen said.

"Wait, time out…"

"I know, I couldn't believe it when I read it as well….but it's true, isn't it?" Gwen asked him and Peter blinked, he was beginning to see everything that was being put together, bit by little bit.

"Yes, true, very much so," Peter replied, tensely.

He wondered if he had bitten off slightly more than he could chew right about now dealing with HYDRA, on top of other thing else.

"Could this be the thing that your vision quest woman told you about?" Gwen asked and Peter looked very thoughtful.

"Well, if she was ready to part with the answers, I could have asked her," Peter said.

Gwen checked something, frowning.

"Vegas, there's a lot of weird stuff there, and I don't mean the fact that people gamble away their entire company's payroll like idiots," Gwen said, scrolling through. Each strand of information was just as tantalizing as the rest. "The rumors that a couple of aliens have dropped down there and they're holding a couple there…..but the fact that it's a secret testing sight and headquarters for the Illuminati as well….."

"Oh come on, the Illuminati isn't real Gwen," Peter said, shaking her head.

"Maybe, maybe not, I'm just reading what I read," Gwen said, brushing her tongue against her mouth. "And…this entire mutant-human conflict that's been brewing…..there are rumors that there might be a secret underground lab for captured mutants deep in the heart of Vegas…"

"You've been talking to people on the Internet again, haven't you?"

"Every now and then they stumble upon something that's accurate, but you got have a good idea, and let's face it, some of the stuff is rather sensational enough to be actually true," Gwen said.

If that wasn't the truth, Peter didn't know what was.

"But sometimes, the more I know, the less that I understand, but this HYDRA…..you know they're like the mythological beast of the same name when you all peal back everything," Gwen said, snapping her fingers. "Cut off one head, and two more grow in its place, it's kind of ridiculous you know."

"Yeah, I know, or I've pretty much guessed really," Peter remarked and he wondered what else Gwen could uncover.

"I'm not going to lie, we're in for a rough time, but I'm sure that we can handle it, I'll dig up some more information, to find out what we can but in the meantime…."

Gwen didn't need to have to finish her sentence. The problem was that someone like HYDRA, they were all for the long term plans. It would all unfold in due time. They weren't going to let people figure out how they played out any time soon.

But, if life was easy, then it would not be fulfilling, or something like that.

"All of this that's on Essex, it's kind of concerning," Gwen said, biting down on her lip so hard that she left an imprint in it once again. She crossed her arms over her chest, and looked at his experiment descriptions with disgust. "And the thing is, that's what's public…..there's no telling what he was doing behind closed doors."

Peter had some ideas but none of them were really all that pleasant. He didn't even begin to want to think about it. What he saw in front of him was discouraging enough.

* * *

 

Spider-Man ran into an old friend when he was on patrol, actually she was breaking into Norman Osborn's old mansion. It was like a ghost town in there, but there were still some valuables in there, and the person in question wouldn't really leave that alone if she had the chance.

"You know, I was thinking of calling you up, but I seem to have misplaced your phone number," The Black Cat said with a smile.

"You still got those sticky fingers?"

The Black Cat's smile looked predatory.

"Well, I have you plenty of sticky fingers last time, Spider," Black Cat said once again. "But…..Osborn, he was working with the Kingpin…..I'm honestly surprised that those goons didn't clear everything out."

"Oh, I'm sure that someone else might have taken anything of value out of here," Spider-Man responded, thinking rather intently of Nick Fury and SHIELD. That being said, the web slinger managed to give chase, but the Black Cat nimbly got out of the way.

"Sorry, it's been fun, but I've got to dash," Black Cat said, looking over her shoulder, and blowing a kiss at Spider-Man, before she used her own grapnel line to swing from one rooftop to the next.

"So, this might be her twisted idea of foreplay, you know," Gwen told him over the communication link. She failed to keep her amusement at a minimum.

Especially since the chase was on and Peter zipped after her.

"Not going to let her get away that easily you know," Peter said, swinging after the Black Cat.

For someone without powers, she was moving rather quickly. Spider-Man wondered how quickly someone like that could move. She was extremely breathtaking with her movements and that caused Spider-Man's head to spin, as he was swinging on his webs.

"Oh, you just never know when to give up, do you?" Black Cat asked and she laughed. "Maybe if you catch me, you can give me a spanking."

She actually considered letting him catching her so he could do just that, because she had been a very naughty girl but where would the fun be in actually getting caught.

"You know, she's really cruising for one," Gwen commented. "I'm on my way there, I think that we could trap her….."

"Oh, I see what you're up to," Spider-Man said, but then again, she pretty much suggested it last time.

"Right, I'll see you there, in fact, I got a way where we can box her in, just follow my lead….."

Spider-Man grew increasingly excited with what he was doing and he was getting closer to the edge of grabbing her.

Suddenly, Black Cat managed to dodge into an apartment building, it wasn't hers, but it wasn't like the person was using it. They had a nice bedroom that much was for sure but she couldn't stay for long.

"So, are you going somewhere?"

Suddenly, Black Cat found her feet tripped out from underneath her and she flipped hard onto the ground, where the Goblin Queen was hovering over her.

"Not really, exactly," she managed in a slight mumble, annoyed by what she ran into but at the same time, she wasn't really at all surprised.

"Oh, that's good," she commented, bending down with a smile on her face and Spider-Man approached once again.

"I guess, you're the voice that was egging him on, so you decided to take me up on my offer?" Black Cat asked and Spider-Man smiled, with the Goblin Queen backing her against the wall.

Gwen trapped her on the other side, with a wide grin on her face.

It was obvious right now that this was not the first time that this naughty little kitty kissed a girl. She relished the moment entirely. Gwen worked her tongue deep into the Black Cat's mouth, causing her to moan with desire when she worked her over.

The woman slumped against the wall, panting heavily once again, with Gwen pulling away from her.

"And that's amazing, you know," Gwen told her, barely keeping the grin off of her face when she could see that the Black Cat had been kissed into a daze.

"You know it," Black Cat commented extremely breathlessly when she looked at the girl who had kissed her and Spider-Man popped in front of her. "You caught me…..you know you can do anything to me now."

"Oh yes, I'm aware," Gwen commented, with an evil smile crossing her face.

This wicked grin that crossed her face caused Black Cat to give a full body shudder. She was right in place.

Gwen and Peter were prepared to put their little naughty kitty through the paces.

Felicia ran her hands down her lover's chest, slowly running her way down, and kissing him heatedly.

"I've always wanted a nice pussy to play with," Gwen said with a smile and she squeezed Felicia's ass from behind, feeling the supple rear underneath her hands, kneading the flesh in her hands.

"Oh, you want me, you got me, honey," Felicia whispered, her nipples getting kind of hard at the attention that she was getting from the young blonde and the attention was great.

"First, you suck my boyfriend's cock like the whore you are, and then I'll treat you really nicely," Gwen ordered her.

In response, Felicia made her way down to her knees, kissing her way down Spider-Man's body.

Peter could feel his cock being pulled out of his costume, rather stiff. Felicia wrapped her hand around it, pumping it up and down. She leaned towards him, giving a long and loving kiss to the tip of his head.

"Oh, Cat," Peter groaned and the blonde pushed her mouth down onto his tool once again and she took him all the way down to her throat, her bright blue eyes looking at him.

Gwen sat on the side of the bed, rubbing her pussy through her suit, this was getting really hot. Things were about to heat up within a matter of moments that much was for sure.

"Suck it harder, I want you gagging on it," Gwen said and she reached forward and slapped her on her rear, which encouraged the Black Cat to drive deeper, her hot lips wrapped around Peter's tool.

Peter groaned, she was really pushing the pleasure around him, and suddenly, the top of her costume was removed. Her large, rounded breasts spilled out, and something like that was just waiting to be touched.

Gwen didn't do anything halfway, and especially having her bitches halfway undressed. So she yanked off the rest of the cat suit. When it was removed she left the Black Cat in nothing but her boots, gloves, mask, and that was it.

"No underwear, well I can respect that," Gwen said once again and she pushed her finger into the other blonde's dripping vagina.

This wasn't the first time Felicia had been pleasured by another woman but this was burning her up to the point where she was losing her mind. The Goblin Queen's finger pushed in and out of her tight dripping cunt, working her over.

Meanwhile she could tell that she was working Spider-Man up to an orgasm once again.

The Goblin Queen's hungrily slurping of her fluids off of her fingers caused Felicia to nearly lose her mind once again and she choked on his manhood.

"That's it, deeper, I'm going to shoot all of it down your throat, and you're going to swallow it up, aren't you?" Peter whispered to her, pushing her mouth onto his tool and Felicia nodded eagerly, continuing the deep sucking of his manhood. She pushed herself a little bit further down his manhood.

Gwen increased her fingering, sensing that Peter was close to orgasm.

"Cum on her face and breasts, the slut would get off on it," Gwen encouraged her boyfriend and Felicia pulled off instantly, waiting for Peter to do his deed.

His cum fired on her face once again and covered her breasts. She jerked him off, making sure that she could get ever last drop of his seed onto her. It coated her breasts white, along with getting in her face and hair. His thick seed also clung to her tongue, which she stuck out, showing him his cum on it.

Slowly, Felicia turned around and looked towards the other blonde. The blonde stepped forward once again and accepted her boyfriend's cum on the blonde's breasts as tribute.

"Eat my pussy, while he fucks you from behind," Gwen told her and Felicia nodded, her pheromones crippling any ability to say no, with Gwen showing her true power as an Alpha over the other girls.

Felicia nodded, slowly slinking between the blonde's knees, the clothing stripped over her body, although the hood was still covering her face once again.

That being said, the older blonde pushed her face between the younger one's dripping snatch and Gwen's legs locked around Felicia's head, pulling her into place.

Peter could see the prize, her legs spread, and his cock was hard and primed.

Walking over, he groped her breasts, teasing her and more importantly teasing himself before he slid into her from behind. His hard manhood rammed into her from behind.

Felicia could feel him go into her from behind but she kept her mind on her work. The felonious feline enjoyed this; she was practically having her brains fucked out by the pinnacle of manhood that was behind her. He slid all the way into her, pushing deep into her and then he pulled almost out of her, before pushing back into her.

Over and over again he thrust into her and Peter felt her tight walls caress him with slick desire. His hand touched her all over, causing tingles to go down onto her spine.

Suddenly he bent down, fangs bared once again and he grabbed one of her nipples, twisting it. He sunk his fangs into her neck, releasing something else into her body.

Felicia had no idea what exactly he did to her, all she knew was she came hard and fast.

"Bitch likes being bitten, who knew," Gwen said with glee, working her hips up and she came really hard. She watched with eagerness Peter's massive tool push in and out of Felicia once again.

Felicia was burning with lust once again and she was turned around towards him, her pussy burning with desire once again.

She caught Peter in a deep kiss once again, with Gwen allowing her to turn around and the blonde gave her little pet the order.

"Ride his cock until you can't do it anymore, and you better keep riding it," Gwen whispered and Felicia did not have to be told twice.

His able hands locked onto her breasts, squeezing them and the blonde goddess slunk over his lap, lining her juicy cunt down onto him.

"Ready to go, Spider," she whispered, but he grabbed her hips and smiled, impaling her down onto him.

She worked her hips against him and she had that question answered. Felicia decided to pick up a steady momentum, riding him once again, her breasts bouncing, swaying, taunting Peter, and teasing them when they rocked up and down.

She breathed heavily when he was buried deep between her legs; his manhood really did stretch her out and caused a tingling to increase between her thighs all anew.

Gwen gripped her ass cheeks from behind and Felicia could feel something was going to happen and she closed her eyes, feeling the potential rush that was about ready to fill her body.

As she continued to ride Spider-Man, she could feel the Goblin Queen's fingers probe her ass.

"Keep the position, keep riding him, until he cums hard," Gwen whispered, and she continued to play with the woman's ass once again.

Peter could feel himself throb because he knew what Gwen was going to don. She was bombarding Felicia with pheromones nice and hard, and the woman's tight pussy contracted around his tool.

"Yes, please, take me," Felicia begged, grinding up against Peter to coax his gift out of her and he reached up, his hands sticking to her breasts.

She felt really hot and she was felt even hotter when she was violated in the back door with a strap on.

"No, oh….please….don't….stop," Felicia whimpered, her body shaking all over from the intense orgasm that it was given her and the Goblin Queen drilled her ass.

Felicia's position was shifted slightly, but she took his large cock into her snug pussy once again.

"Damn, she's cumming hard, isn't she?" Peter asked and Felicia scratched his chest up, it was a good thing that he had healing abilities. Otherwise that would have hurt.

"I know she is, because she's a slut that likes to take it up the ass," Gwen whimpered, and she pulled out, causing Felicia to whine once again. She slapped her on the ass once again.

Felicia could feel something boiling in herself. The woman knew what she wanted. She wanted her lover's cum inside her. She wondered if her ass would be invaded once again and the very thought that it might be, set her off on a hair trigger.

"Are you getting close, honey?" Felicia asked, begging him, wanting his cum.

There was nothing more than she desired than to see him fire his thick hot load between her thighs and cause her to scream out in pleasure.

"Yes, just hang on….."

"Been left hanging too long," Felicia said but he played with her breasts once again and she grinded down onto him, his tool pushing into her.

She bounced even higher and it looked like she might be taken up the ass again. The very thought left her very wet.

Gwen was getting hot and horny, because she was screwing with Felicia's mind.

And speaking of which, good things came to those who waited, and Peter's manhood pushed deep into her tight cunt once again. Her slick walls caressed him, when he fired his load towards her.

Felicia screamed at the top of her lungs, his seed firing into her. She could see herself getting used to this.

The platinum blonde collapsed on his chest, being fucked absolutely breathless by the man beneath her and she loved every minute of it.

"Don't think that we're done with you just yet."

**To Be Continued on October 1** **st** **, 2014.**

* * *

 

**This is kind of a bridge chapter, to set up things for later. Although the things that got set up later was extremely important.**

**That Felicia/Gwen/Peter payoff was going to happen sooner or later.**

**Poor, Herman, just poor Herman, guy can't catch a break.**

**The little reference to Vulture indicates that there are many adventures that take place off screen.**

**Poor Carol, and I mean that unlike the sarcastic poor Herman that I gave early. Just another month to go and you'll be there.**

**See you all Wednesday for Chapter 20.**


	20. Doctor Octopus I Presume

**Chapter Twenty: Doctor Octopus, I Presume.**

* * *

 

A barrage of bullets fired, causing Spider-Man to duck behind a large stack of crates. The web slinger's breath become rather hitched when the bullets tried to wipe him out.

This was supposed to be a standard investigation and perhaps it started that way. Some of these thugs must have dipped their hands a little too far into the Stark Industries cookie jar. As a result they came out with some high tech toys. Spider-Man shook his head, dodging an electric boomerang that slammed off of the wall, causing sparks to fly every direction.

' _Wonderful, they want to kill me, but that puts them in good company.'_

"Do you hear us Spider-Man, we run this town and you're going to…"

"First of all you shouldn't really play with guns," Spider-Man said, ripping the weapon from the hand of his enemy. He fell on his face and his spider sense buzzed off. Spider-Man could see a fireball blast towards him but he dodged. It incinerated at a hole through the ground. "You know, because you'll shoot your eye out kid."

This very obvious concern fell on deaf ears and Spider-Man once again decided to dodge the attacks of his enemies.

' _Tony Stark, I swear, you've made a lot of super villains…..and he's out of town or off elsewhere doing the Avenger thing,'_ Spider-Man thought, and he jumped high into the ceiling, but suddenly the ceiling became electrified.

"I've hacked into their equipment," Gwen said and Spider-Man raised his eyebrow. "Yes, I know took me long enough, but Stark upgraded the security of his firewalls which is both a good thing and a bad thing. Here you can safely say it's a very bad thing."

Spider-Man grimaced when he nearly got his head taken off by a bolt. "Yeah, a pretty bad thing but how long do you have before you shut it all down?"

Gwen was prompt in her answer. "Shouldn't be any more than five minutes, providing they all stay in range. Of course, feel free to disable as much as it as you can, the old fashion way, if at all possible."

Spider-Man felt the air driven from his lungs when one of his adversaries attacked him, or at least tried to. There was something about his punches that was far stronger. Actually they might have been able to crush him if he didn't have the strength of a Spider. "Okay….will….do."

Spider-Man forced the hand of his enemy, in the literal sense along with the figurative sense and slammed him down onto the ground.

"Okay, I don't care how big you toys are, you are still just a bunch of little boys," Spider-Man said, utilizing a web catapult and launching himself at the speed of light against his enemies with an intent to take them out.

He cracked the back of the head of the criminals. One of them tried to jab him from behind with a taser.

"Hey, watch where you point that thing," Spider-Man said and he kicked the tazer out of his hands.

Another enemy tried to come from behind him with a tazer and Spider-Man launched himself out of the way.

What happened next was quite shocking, pardon the really obvious pun. The web slinger saw him drop down onto the ground.

"Two minutes," Gwen reminded him, and Spider-Man somersaulted in the air, dodging the high end explosive devices that were hurled at him.

"Not bad for a bunch of punk kids, are we Spider-Man, we can own this town!" the leader of the gang said and Spider-Man reared his hand back and slammed it down on the back of his enemy's head.

"You could, if you had a little more sense with what you're doing and it's kind of obvious that you don't have much sense," Spider-Man said, wrapping up his enemy in webbing. He tried to get out but there was no really easy way out. "Well that's the end of that, isn't it?"

"You just wait, you just wait, I'll have you Spider-Man," he grumbled, trying to force his way out but suddenly there was something in the shadows.

Spider-Man could see it lurking and he got tense. This sort of set his Spider Sense off.

A pair of metal tentacles shot out and caught Spider-Man around the arms and slammed him back with the full force. The web slinger struggled to free himself. He found himself unable to move from his position. He slumped down to the ground, passed out.

"Not the Spider that I want, but you do have something coming to you."

He completely faded to black.

* * *

 

"Good, you're awake Spider-Man."

Spider-Man's head was ringing. He was strapped on a table, heading for a collision with a saw that was about ready to cut him in two.

"I would have hated for you to miss your own demise, that would have been rude, now wouldn't it?" the man asked in a crisp and calm voice, and Spider-Man tried to shift his hand.

He could not free himself and he would not be surprised to see a buzzsaw of some sort aimed directly at his crotch.

"You know, this is very Bond villain of you, but I tell you, if you start stroking a pussy, I'm out of here," Spider-Man said, but the binds were very tight.

"You'rr strong, but not very bright because there are materials that can hold you and those are the materials that these ropes are made of," the man said as he exited from the shadows and he revealed himself to be Doctor Octavius, only had had a few extra limbs, or at least the limbs that he had was attached to him. "Norman Osborn and Jessica Drew are also to blame for this, but since Osborn is dead, I guess you're going to have to be victimized in his place."

"Lucky me," Spider-Man said, and he could feel Otto's robotic arm waver over him and it shut off the bone saw. Once again he pushed back and he placed the arm over Spider-Man, hovering over him. "Look, Otto, revenge is not a healthy dish for your diet, so why don't you let me go and I'll….."

"Call me Doctor Octopus."

' _Bond villain, all the way, just missing the cat,'_ Spider-Man thought and he closed his eyes, feeling Otto's robotic arms hovering over him.

They could slice him or impale him. Spider-Man didn't know which was more dangerous.

* * *

 

"Okay, things have gone nuts, are you sure that you can't track the transmission with Peter?" Jessica asked and the Goblin Queen dropped down next to her.

"Yes," Gwen said and she tried not to let the despair that she felt overwhelm her. That was easier said than done.

"That's not exactly a good thing though," Jessica replied and she frowned. "Are you…"

"Yes, I'm about as well off as I'm ever going to be," Gwen said and she meant that at the bottom of her heart. That being said, she had a spider to track down and it seemed like he got snatched a lot.

"Let's see if the security cameras have anything for us," Jessica said and she dialed them up. She could see Spider-Man dealing with the tech thieves, all of them had been hauled off right there. So far, so good, at least as far as she could see from her vantage point.

"Nothing?" Gwen asked but then she blinked and reached forward, hitting the button to pause the screen. "Do you see that?"

Jessica blinked, she would have recognized those robotic arms anywhere. The recognition was a painful one.

"Doctor Octavius," she said and she could bend an iron bar with her hand with the rage that she was feeling. Fortunately Gwen reached forward and grabbed her tightly by the hand to snap her out of it.

"Relax, relax," Gwen whispered urgently and Jessica nodded in response. The young woman took a deep breath and she was relaxing, the best that she could anyway. Gwen's grip managed to calm her nerves just a little bit. "Do you remember anything?"

"Remember anything that can help Peter, I was out of it for all of those months when they made me their brainwashed puppet," Jessica said and she wondered if they could call in any reinforcements.

Another thing caught their attention. The traffic lights started to blink rather quickly. They changed at a rapid fire rate. Jessica's mouth hung open and she turned around, looking at Gwen.

"Is that normal?" Jessica asked and Gwen shook her head.

"No, it's not normal, and…..oh I can see why," Gwen said, the frown dropping on her face. As if they didn't have enough problems.

"Everyone needs power, everyone pays their power bill, but how come I never get a cut, because I AM POWER!" Electro howled and he raised his hands to the air and appliances within a radius from where he was went completely mad.

' _Oh boy,'_ Gwen thought, actually that wasn't her first thought, her first thought was something else.

"Someone must have amped up the charge on him," Jessica said and Gwen turned towards her, wrinkling her nose in annoyance. "I know…"

"We'll deal with these bad puns later, right now, we've got to deal with him," Gwen said but suddenly, she could hear the screams in the distance and hairs stood on the back of her neck.

Even that had to wait because innocent people were put in danger.

"You save them, I'll deal with Electro," Jessica said and Gwen paused for a moment, trying to find the fault of logic in this plan.

She didn't find any; therefore she shook her head, and mouthed "good plan" before she rushed forward to deal with the civilians.

"Well, well, this isn't the Spider that I wanted, where's your male counterpart?" Electro asked.

"Busy, guess I'm going to have to kick your ass instead," Jessica said, and she sent webbing at him but Electro dodged out of the way.

"Oh, you're going to have to do better than that," he taunted her and Jessica's teeth gritted when she smiled.

She bucked up and did exactly what hero's did do.

"Don't worry, I intend to."

* * *

 

Spider-Man relaxed once again, or at least he was relaxed as someone who was about ready to be hacked down the side of his face with a saw was going to be.

"So, this is about revenge…..you know, the multiple arms thing would get over big in Japan," Spider-Man said and Doctor Octopus turned towards him.

"What are you blathering about?" Doctor Octopus asked, gritting his teeth. If he didn't need Spider-Man as bait for Spider Woman, he would have killed him right now.

"I mean, I'm just saying, with the entire multiple robotic arms thing, you should try your hands at hentai, that would make you a hit with the ladies," Spider-Man said and he nearly freed himself. It was strong enough to secure him but there were structural weaknesses. There was just a lot of trial and error needed to break free.

"Do, you know how many times I've thought about what I'd do to you?" Doctor Octopus asked and Spider-Man grimaced.

"Look, Doc, I'm flattered, but even with the robotic arms, you're really not my type," Spider-Man said and Doctor Octopus bent down towards him and Spider-Man could feel his breath in his face. "Look, that's all right in my personal space too….and you put me in bondage…..you know you've got a lot of issues that you need to work out and I'm sure that you can find a nice therapist that would help you hash out all of those problems you've had"

And speaking of helping with things, Spider-Man helped himself out of the restraints and he jumped up, kicking Doctor Octopus in the face, and nailed him in the face.

Doctor Octopus was caught off guard, and Spider-Man tried to make his way towards the exit, but his robotic arms swung towards him.

"NO BAD TOUCH!" Spider-Man said, dodging the robotic arms, and webbing them together, but Doctor Octopus sliced his way through them.

"I've studied the spiders that gave life to your powers up close and personal…"

"Yeah, well if you know how to beat me, why am I still standing?" Spider-Man asked and Doctor Octopus nearly trashed his own lab in his attempt to get to Spider-Man.

"I told you, I need you as bait for at trap," Doctor Octopus growled, his teeth gritting together in frustration.

"You know, I wouldn't make that good of bait, you know, I don't really taste that good, oh, that's going to leave a mark," Spider-Man said, stepping on the top of his adversary's head and knocking him for a loop. The line of webbing caused a cart full of tools to fly.

Ock smashed it with his robotic arm and then swung it forward, nearly stabbing him.

"But now I realize, the bait doesn't need to be in one piece, just intact enough to draw in another spider," Doc Ock whispered, malice and murder flashing through his voice.

' _And that's what we call not good,'_ Spider-Man said and he looked at his adversary, he was about to shred him to pieces.

Spider-Man dodged the attacks. A table was smashed instead of him.

"You know, if you want to demolish your lab, go nuts, I'll just stand outside, and let you have a ball," Spider-Man said but his foot was caught and he was flung halfway across the lab, where he skidded to a stop and landed on the ground.

His breath was knocked from his body and he tried to force a breath from himself but that didn't work as planned.

' _Okay, maybe not,'_ he thought, shaking his head and pushing himself back up to a standing position but he collapsed down once again.

"You just keep trying to push my buttons, but you'll find that….."

Spider-Man noticed the power cell attached to his harness and it was feeding those robotic limbs some power. The web slinger mentally figured out what his next move. He figured it out. The web slinger's next thought was what he could do to remove said power cell from the limbs. As long as those limbs were still powered, he was dangerous.

He shifted in and launched a line of webbing, ripping the power cell out and that caused Ock's arms to spasm in every which direction. Ock hurled them back, furiously slamming them onto the ground and he stopped, dropping to the ground with a shuddering motion.

' _That was too easy,'_ Spider-Man thought for a second and Ock's back up power kicked on.

"You think that…"

Spider-Man kicked him hard in the head while he couldn't protect himself. Without the use of the robotic limbs to protect himself, he could have gotten knocked out just as easily as the next person. Therefore, the web slinger dropped to the ground hard and felt relief that everything was wrapped up.

He made sure that Ock was secured and he needed to call someone for pick up.

"Natasha, are you there?" Spider-Man asked, actually glad that he had a direct pipeline into SHIELD for once. "I found Doctor Otto Octavius, you might want to tell Fury, and take him in, and be careful, those limbs are nasty, and not in a good way nasty either, more like a nasty way nasty."

Spider-Man was pleased that he was down. He also felt uneasy. Something about this defeat was much too easy.

* * *

 

Jessica found herself on her back on the ground, not a position that she wanted to be on outside of the bedroom.

' _Okay, Jess, get it together,'_ she thought to herself and she could see Electro going off.

"This entire city will pay tribute to me or they will perish, they will feel my power!"

Jessica considered paying him just so he would shut up and she wouldn't have to here another electricity based pun ever again. She was about ready to call Gwen to tell her what her status was, but…..the static was causing the headset to weave in and out.

So she guessed that she was on her own and she looked up into the sky.

Electro charged the ground, preventing the offices of the law from getting too close to him.

Jessica managed to get in from above him, thankful that her suit somewhat insulated her from his attacks.

That being said, this still was going to suck.

"TAG YOU'RE IT!" Jessica said, nailing him in the back of the head and Electro turned around, his sparks flying from his fingers and he stepped forward.

"I'll make you pay for that," Electro whispered and then, Gwen came down across the back of his head.

"Here, have some of this," she said, hurling a capsule at him. Electro caught the capsule in his hand and laughed.

"What's that supposed to do?" Electro taunted them and Gwen smiled, waiting for it and suddenly there was a huge bang.

The fluids wrapped around Electro, sticking him in place, and it dropped him to the ground, just like that.

"Something like that, to hold you in place," Jessica said, and she was glad that Gwen created this method to hold him.

But perhaps they shouldn't be patting themselves on the back too much. Electro fired up and Jessica dodged the attack again.

"That should have held him," Gwen grumbled, she was taking the fact that he broke free from her trap to be an insult to her work.

"Should have, shouldn't it?" Jessica asked her and Gwen shook her head, sighing.

"Yes, it should have," she sighed and she was not having the best time of it all.

Electro was really juiced up now and he prepped both of the females for the kill.

"I'm going to take you both out, just like that," Electro said and he stepped towards both of the girls, their determination flashing through their eyes when he stared them down. "I can smell your fear."

"No, that's just you, that's what you smell," Gwen dead panned, not really backing down from this individual.

In all theory, she should be terrified to death. She was going for one last desperate attempt, when suddenly something swung into the distance, and dropped down next to Electro.

"Well, Spider-Man, it's a party now, isn't it!" Electro crowed, lifting his hands up into the air and tried to fry the web slinger.

The web slinger ducked his head and twisted, doing a forward roll when he avoided the attacks of Electro. The bolts of electricity shot in and his head was nearly taken off.

"Hope, I'm not too late!" Spider-Man yelled when he lead him away from the nearest source of power.

"No, just on time," The Goblin Queen muttered, wondering where he had disappeared to but rather satisfied that he had gotten himself out of whatever situation he had found himself into. Which she thought he could, because he was fairly competent and wasn't a damsel in distress she needed to rescue all the time. She didn't think that he was incompetent, no way, not at all.

"That's good, I would have hated to see what could have happened if I was late, I mean, you must be a drain on the power bill," Spider-Man said, ducking and dodging all of Electro's attacks and the electricity based super villain was losing his mind.

"I told you, stay still, I'm power, I have power, I have power over this entire city!" Electro yelled but suddenly Spider-Man maneuvered him into position.

Then he flipped a metal disc out of the sleeve of his costume and he hit Electro full on win the chest. It was a bulls eye shot, one in a million, and Spider-Man hit it. The electricity based super villain screamed when he was bombarded with his own energy, it was pain beyond belief.

"What was that?" Jessica asked.

"Just something that I whipped up on a slow day, won't kill someone, but…..there are worse things," Spider-Man suggested and the pain flashing through Electro's eyes were something that indicated that there were in fact far worse things.

Spider-Man lifted his finger and slammed it into his head, allowing Electro to slump to the ground, the lights were on but there was no one home.

SHIELD was working overtime today, because they were the only one with the facilities to hold these super powered menaces safely. That was proven to be true when Electro escaped Ravencroft.

* * *

 

"So Doctor Octavius came out from underground," Jessica concluded, after Peter brought both of the girls up to speed on what happened, all having to speak in low tones.

It was later that afternoon, with her, Peter, and Gwen sitting around a Café, recovering from the latest ravages of her battle out of Costume.

"Yeah, he was better off as a mild mannered scientist, or someone out of a Hentai with those arms," Peter said and Jessica gave him a smile and shook her head.

"You beat him, that easily….."

"Well, I don't know if it was easy, I mean, he did almost hack me apart with those arms," Peter said with a sigh. He still felt uneasy about how Ock went into SHIELD custody without too much of a fight. He was relieved that the man was off of the streets. "He has a mad on for you, me, and Osborn."

"Yeah, I might have had something to do with him growing rather attached to his little arms," Jessica answered, and she shrugged, giving a sheepish little smile in response.

"Well, it wasn't your fault completely, he put himself in the position in the first place, and he did work for Osborn on the Spider Woman process," Gwen said.

As much as she wasn't a fan of SHIELD on sheer principle, the fact was that some people deserved to rot underneath their care and Otto Octavius was one of those people. He would be held and hopefully wouldn't be a menace.

"I don't know, let's hope that he's down for the count for good," Jessica said, sipping on her milkshake thoughtfully and she picked up the latest newspaper. "Favorable piece from Betty, unfavorable piece by Jonah…that's just par for the course now, isn't it?"

"Yes, well, now that that's going to be even more so because there are two of you who are in town," Gwen replied and Peter pulled a face.

"I know, don't remind me, but Betty did leave open the door for future interviews, and I have taken her up on that opportunity more than once," Peter said with a smile on his face.

"Oh, I know that you have, but you'd be a fool not to," Gwen said and if there was one thing that her boyfriend wasn't, it's a fool.

"I've got a tutoring session with Kitty as well that I have to hit after school tomorrow," Peter said, and he smiled.

"Any kind of headway there?" Jessica asked, reading an article about the mysterious blur saving a bridge from collapsing and countless from dying.

"Can I get you anything else?" a young waitress asked, her eyes lingering on Peter when she said this. She had long dark hair and even with her conservative uniform, it was obvious that she had a fit body. She smiled at him.

"No, that will be fine, Wanda," Peter said to her. "Thanks anyway."

Wanda turned around and walked from the door and Jessica turned to Peter.

"Is it just me, or has she been waiting for us every time for the past couple of months?" Jessica asked and Gwen smiled at her.

"You're not really complaining, are you?" Gwen asked and Jessica shrugged.

"No, nice eye candy, but it seems really weird that every time we are here, she almost drops all of what she's doing to take care of us," Jessica said and Peter picked up something that was in with the bill.

It was an address and he looked at it, raising his eyebrow. Things got really curious.

"I doubt that's standard protocol to give an address with the bill," Peter said but he shrugged, there were other matters to deal with right now.

* * *

 

Wanda made her way outside, ready to go on her lunch break. Before she could get to that, was stopped by someone in the shadows.

"Really Wanda, you're slumming it as a waitress?"

Her eyes looked towards the young man standing in the shadows and she frowned.

"I'm not slumming, I'm networking, there's a huge difference, and if anyone's slumming it, it's you, Pietro," Wanda said with a sigh. "I mean seriously, could our father have picked a more inept crew….."

"Hey, they aren't too bad…..well they are that bad," the young man in the shadows said, conceding her point. He got saddled with some real winners when he was chosen to lead the Brotherhood. "Why did you get a job in that place in the first place?"

"There are three potential mutants go in there regularly, and…well I think that they would be good for our cause…..well our father's cause," Wanda said, she didn't know where she stood on the entire human/mutant thing to be honest. Her father raised some good points but there were some times where he made her rather uncomfortable.

"Yeah, I don't believe a lot of it either, but…..you got to admit, it's worrying that there are people in Congress who want to build giant death machines to hunt us down," he replied. "If you're going to want to recruit them, you better make your move before Xavier does. He's been acting weird lately, I think he's lost without his chosen one in the picture."

"I know that you didn't like him," Wanda said and Pietro snorted.

"Understatement much, sis," Pietro said.

"But what he did was noble, even though he was fighting a losing battle," Wanda commented to him.

"Pin a merit badge on him then," Pietro commented, shaking his head.

"He had to live up to Charles Xavier's legacy," Wanda said, firmly. "You know what it's like to live up to a legacy of those that came before you."

"Yeah, I know, but that doesn't mean I would've invited him to a party," Pietro chimed in, sounding fairly agitated. "Just make your move if you're going to make your move. The X-Men might be watching the same people as well."

Wanda was well aware of that, she didn't need her brother to save him.

"Don't worry, I'll make my move soon enough," Wanda said and she was glad that her brother missed the innuendo of what she was saying.

She had decided to throw down an important card, she hoped that it was picked up.

* * *

**To Be Continued on October 4** **th** **, 2014.**

**So, this chapter might seem a bit shorter than normal, but it kicks a couple of important plotlines down the trail.**

**Obviously Ock's defeat happened too easily for reasons that will be clear a few chapters down the line.**

**See you on Saturday for the next round.**


	21. Magnetic Part One

**Chapter Twenty-One: Magnetic Attraction Part One.**

* * *

 

A spirited group walked, in an animated conversation.

"You know, I'm really glad that the weekend is here."

"I'm really glad there's a three day weekend coming, or at least I would be glad, if I didn't think the teachers were going to pile so much homework on us," Kitty said and she was walking with, Peter, Mary Jane, and Liz in the hallways, on their way back from lunch.

"Well, it's obvious by now that teachers really don't have any concept about something like a social life," Mary Jane said and she could barely keep the amused grin off of her face.

She stole a look from both Liz and Peter who looked equally amused.

"Yeah, they don't, really they don't," Kitty said with a sigh and she could feel a stabbing motion in her head.

Kitty winced and she closed her eyes when she took half of a step forward. She felt a fleeting pain going through her body.

"What's wrong?" Peter asked, he had the ability to pick up that something was wrong with someone. While it was not as sharp as his spider sense, it was something that he could sense.

"Like nothing, it's just that…..well never mind," Kitty said and she struggled to keep her head above the water. She could feel a headache that was coming on.

"You sure look like there's nothing," Liz said and she could see a grimace of pain on Kitty's face.

"Nothing, I just been having these migraine headaches all this time…and they are getting worse, must be school," Kitty said and she shook her head.

Her mother told her that if they got too serious for much longer, she would be taking a trip to the doctor. Kitty wanted to avoid going to the doctor if she could help it.

"I guess we'll see you later," Peter said and the last few weeks had been quiet, ever since the battle with Doctor Octopus.

In fact it was too quiet; Peter was beginning to think that something was going wrong although he couldn't figure out what was going wrong.

"Yeah, I'll see you later," Mary Jane said and she and Liz stole kisses from Peter suddenly.

When the two of them were gone, Peter slowly turned towards Kitty. The grimace on her face was growing and she was concerned about it.

"Are you sure that you're okay?" Peter asked her and Kitty nodded intensely.

"Yeah, fine, completely fine, I just got to deal with it, sure it sucks, but it's just something that I have to deal with," Kitty said and she tried to shake her head with a long sigh. She walked forward, making her way up the steps, with Peter keeping really close to her.

She had this sense that she was being watched by someone although she couldn't shake it off.

' _Something's happening around here, not sure what it is though, but I know that I don't like it,'_ Peter said and his spider sense didn't go off just yet. That being said, there was another sense that indicated that he was going to be dealing with something that was problematic.

Kitty took half of a step forward and shook her head. No sooner did the cobwebs cleared, she slipped through the stairs with a shriek.

Peter stopped, and stared, he couldn't believe what he saw instantly. That caught him off guard and he couldn't catch Kitty if he had forewarning. She literally slipped through the stairs.

He scrambled, she couldn't have gotten far and he could hear her screams from beneath.

' _Okay there should be a utility room somewhere where she went,'_ Peter said.

He tried not to lose his head right now, even though he just saw one of his friends go intangible and slide between a set of stairs.

Adrenaline pumped through Peter's veins and he pushed the door open with little force. The door slipped open.

Suddenly his spider sense went off, and he dodged some falling debris that tried to block his way off. It was only through his immense acrobatic ability that he was able to dodge the attacks.

"Just come quietly, and no one needs to get hurt!"

That wasn't good and Peter could figure out without really thinking about it that Kitty just stepped into it now. Exactly what she stepped into, he didn't know. It was just something really bad.

That being said, he could see a large ugly man, who looked like he was in desperate need of a shower. He had dirty blonde hair when he approached the young girl.

"Just come with me, the boss is very interested in you," he growled.

He advanced on her and Kitty backed into the corner. This man was about three times his size.

"Yeah, get away from me; do you get off on picking up on young girls?" Kitty asked, picking up a section of pipe and swinging it.

The man caught the pipe and laughed in her face. He crushed the pipe and continued to advance on her.

Peter hoped that he wouldn't look up and he decided to try out his new toy. He pressed a button on a watch, causing nano-bots to come out and form a Spider-Man suit around him. He and Gwen have been working on this project for a bit with help from Susan, and he hoped that it would work out well for its maiden voyage.

It was also armored with a few modifications, he had a feeling that he would need all of the help that he could get against this particular menace.

Spider-Man dropped down and kicked him on the back of the head and caused him to crash into a set of garbage cans.

"Back off the girl, now," Spider-Man said and he motioned the man to come forward.

The large man growled with a feral fury dancing through his eyes.

"I'll eat you for breakfast kid….."

Suddenly there was a telekinetic shield that came up and blocked his attack. It caused him to snap onto the ground with a thud.

Peter turned around and saw three figures standing in the background and they came into greater prominence. One of them he knew, and two others he didn't.

* * *

 

Peter recognized Jean when she turned up, her red hair wrapped in a ponytail. The redhead came into greater prominence as she approached them. Her eyes were glowing and the man who she sent flying through the wall had scrambled for cover or at least to fight another day. She was wearing a uniform with a tight black top that showed off her toned stomach, along with a pair of skin tight black pants, and she wore a black jacket with an "X" etched on it.

The two other individuals approached. One was a chocolate skinned beauty with white hair, that had an amazing figure. She gave an aura that was imposing but at the same time alluring. She wore the same uniform as Jean, and she was a couple of inches taller than she was, and looked to be in her early to mid-twenties as opposed to late teens.

The man was wearing a black top and pants, which thankfully wasn't skin tight or showing as much skin as the other two, on the account that he was a guy. Which Peter suspected that the fan girls might be into this sort of thing, but he wasn't. He had dark hair, sideburns, and a bad ass demeanor that showed that you do fuck with this man.

"Do not be alarmed, Kitty," Jean said when she stepped forward to greet the girl.

Spider-Man winced. "Yeah, telling a terrified teenage girl not to be alarmed is going to do a lot of good but…."

"Who are you, what do you want with me…..I didn't do anything, I slipped…..and fell through the stairs," Kitty said and the man snorted.

"Yeah, that was some fall, you managed to go completely through them, without busting them, quite the deal wasn't it?" he asked his two companions, who frowned at them.

"Don't mind Logan, he's just being his usual self," Jean said and she took a step towards Kitty and she watched the two other women, along with this Logan guy. "My name is Jean and this is Ororo, and we're from the Charles Xavier Academy for the Gifted Mutants…"

Kitty flushed and she felt terror go through her body. This couldn't be happening.

"Mutants…..I'm not one of them," Kitty said, and she was terrified.

Mostly because she heard of all of the anti-mutant protests and what they did to people who had bene outted as mutants. She shook her head and was trying to keep calm but she was failing in the most miserable manner possible at doing so.

"Yeah, because you just happened to fall through the stairs accidentally, of course," Logan said and Kitty looked at him and then she saw Spider-Man there, wondering what happened.

"Where is Peter….actually how did you get down here?" Kitty asked.

Kitty normally would be fangirling out something fierce when she saw Spider-Man. She felt nothing, but terror in her mind.

"I just happened to be in the neighborhood, when I heard your scream," Spider-Man said and Kitty nodded, that made a lot of sense. "And Peter's fine."

Kitty nodded, she was just at that much more at ease.

"Well, of course I screamed, because there's something wrong with me and…..well there's something wrong with me," Kitty said and her heart was beating against her chest furiously and it was hard for her to breathe, much less think.

Kitty Pryde was not having a very good day at all. Actually her day quite frankly sucked.

"No, child, there's nothing wrong with you, trust us," Ororo said and she stepped forward, putting a consoling arm around Kitty. To her credit, she didn't move away. Maybe she was too terrorized to move. "I am able to manipulate the elements…"

"That means she can control weather," Logan said and Ororo looked at him. "No need to dress it up that much, can't you see the kid's overwhelmed enough as it is?"

Ororo smiled she could see that just as well. She turned to Jean who gave a full assessment of her powers.

"And I am able to move things with my mind….."

"Oh you mean like telekinesis," Kitty said and Jean nodded with a smile on her face, and Jean demonstrated by moving the debris out of the way with ease like it was nothing.

"And also telepathy," Jean said and Kitty tensed up. "But I won't read your mind without your permission and actually I spend more time trying to block out other people's thoughts because I don't have the control. Professor Xavier and I are working on it, and we're almost there."

"Yeah, I can see that would suck to hear everyone's thoughts," Kitty said and the four of them made their way to the jet, with Spider-Man tagging along.

' _Don't you have class, Peter,'_ Jean thought and that caused Spider-Man to stop cold.

' _But….how….what…..I thought you said you didn't read people's minds,'_ Spider-Man said and he was numbstruck and Jean was amused.

' _I don't, but it's not that hard to put two and two together, and you should be thankful that some people aren't able to,'_ Jean thought and she smiled. _'We're going to have to get together some other time, because….you and Gwen, you're both empowered but not quite mutants….it's kind of weird…..but I'm sure that you can tell me that story some other time.'_

' _Yeah, some other time,'_ Peter said with a smile and Kitty asked what Logan could do.

' _Professor Xavier is already making the excuse for Kitty to be out of class and we're going to have to talk to her mother soon,'_ Jean said and Spider-Man watched Logan pop his claws in response. _'His healing factor is off of the charts, rumor has it that he once healed himself atom by atom from a nuclear explosion.'_

' _How is that possible?'_ Peter asked.

' _Mutant powers pretty much flip scientific logic the middle finger fairly often,'_ Jean thought.

"So, Logan is Wolverine, and Ororo is Storm, what are you….."

Jean sighed at Kitty's question and answered it. "Marvel Girl."

' _Marvel Girl?'_ Peter asked and he frowned. _'What kind of name is Marvel Girl?'_

' _What kind of name is Spider-Man?'_ Jean bantered back and Peter sighed.

' _Oh touche,'_ Peter thought and he frowned as much as he enjoyed the banter, he did get back to class. _'Just one more question…..who was that group of….'_

' _Stop by the Institute, both you and Gwen, and you'll know everything, I swear,'_ Jean said, and Peter thought that was fair enough.

He would get some answers later today. He just wasn't sure if he would like the answers.

* * *

 

"Charles Xavier is a crusader for the rights of mutants and he wishes to have some kind of ever lasting peace between humans and mutants," Gwen explained.

She gave this information when she and Peter walked their way to the Xavier Institute, both of them exchanging a momentary uncomfortable look with each other.

"And judging by the look on your face, you think that he may be dreaming the impossible dream, don't you?" Peter asked and Gwen shrugged.

"Hey, sometimes you got to shoot big but….you've heard all of that Friends of Humanity propaganda….imagine if someone like the X-Men go public…..that's going to be a headache and mutants are becoming more prominent," Gwen said. "People with powers, some of them larger than life, you can't stay in the shadows forever."

"I can relate," Peter answered her.

"I know," Gwen whispered to him.

At first it was some kind of urban legend that they didn't take really seriously but now it was something more serious.

Peter and Gwen made their way up to the Xavier Institute and there was a sense that something was happening here.

"You just want to check up on Kitty, don't you?" Gwen asked and Peter smiled. "I'm pretty sure that she must be choking for it this bit….but all you need is the right moment."

'I'll get that right moment sooner or later, trust me," Peter said and Gwen smirked, she did trust Peter. That being said, she and Peter knocked on the door and waited to come in.

Jean answered and she smiled.

"So, it appears that we're not the only ones who were keeping secrets," Gwen said and Jean couldn't keep the smile off of her face.

"Well…I wanted to figure out what you two were all about, and Professor Xavier suggested that I keep an eye on you, and you're Spider-Man and the Goblin Queen…..you might actually be useful…..to help out," Jean said and stopped.

That came out not as good as she thought. Jean had that unfortunate knack to tie her tongue together at the worst possible times.

"We'll do whatever we can," Peter said and Jean grinned at him.

"Great, I'm glad….but you're not quite mutants, are you?"

"Wouldn't you have to be born that way to become a mutant?"

"Right, that's the best explanation," Jean mused, running her fingers through her hair and she smiled at it. "People like you two, the Fantastic Four, and the Hulk…..you weren't naturally born into your powers…..of course you might have been….."

"That's corrected, Jean, there are theories, but none of them have been proven."

A blue furry mutant dressed in a lab club, a white t-shirt and slacks approached them. He had a pair of glasses and a kind demeanor to him, even though one might be shaken off by his unconventional appearance.

"Doctor Henry McCoy at your service," the mutant said.

"So, is your codename the Cookie Monster?" Gwen asked, she couldn't help herself but to his credit, the man chuckled.

"The resemblance is uncanny, but no," Doctor McCoy said and he looked at both of them. "They call me Beast, for obvious reasons."

"Yes, obvious reasons," Peter agreed and he looked towards Gwen with a slight smile on her face.

"I think that you should be introduced to the rest of the team….they're just finishing up a session in the Danger Room….more aptly named now that Logan is monitoring the sessions instead of Scott…"

"Scott Summers, Cyclops….." Jean said and there was something rather distant and foreign about her voice. "He was the leader of the X-Men…"

"Past tense…"

"It's a long story and I don't want to get into it right now," Jean said, turning around and looking out the window.

It had been a year now, and Jean had just got over it. She didn't want to keep bringing it out.

Xavier did take it very hard when it happened but she supposed that given that Scott was one of his first students, that was just as well. It actually put a lot of pressure on him to live up to certain standards and Jean would not envy her worst enemy with that kind of pressure. It happened how it happened.

"Professor Xavier would like to meet you and I have some questions of my own, if you don't mind," Doctor McCoy said and Peter and Gwen turned towards each other, smiling.

"Not at all, lead the way," Gwen said and she was curious to see what this was all about.

* * *

 

"She could have been a useful recruit," Magneto said underneath his breath. The Master of Magnetism stood in the shadows, with one of his chief members of his Brotherhood, the shape shifter known as Mystique.

"I would have been able to grab her, if you had not sent Sabretooth to get the job done," Mystique said and she was amused by what happened to that bastard.

A past team up had led to something that Mystique had dubbed her greatest mistake and it would be a long time before she washed the bile out of her mouth from that one. The result of the aftermath of that one was so disgusting that she didn't even want to think about it.

"Well, the X-Men are recruiting, but they're not ready for what is to come, I hear it each and every day, the humans are trying to find a way to drive us away, and ensure that we do not threaten their place," Magneto said. "We are scapegoats for everything that is wrong for them….."

It was a road that he had gone down previously numerous times and several races have as well. That was something that he was not going to discuss as well.

"What about Spider-Man?"

Magneto looked thoughtful about this entire situation.

"He's a wild card in this entire war, and he is ambiguous as they come, but he could be convinced to come over to his side as already he has had the fans of hostility move towards him," Magneto said and there was no more that needed to be said other than that.

Mystique looked towards Magneto and she nodded. She really didn't see much in Spider-Man but it really wasn't her call to make.

Quicksilver paced back and forth outside of the hallway, he felt like a young child who had been cast out to go into time out and he didn't like this, at all.

"I can't believe this," Quicksilver grumbled when he kept pacing around, not enjoying what he had to deal with.

"You can't believe it?" Scarlet Witch asked and she was waiting. The fact that Spider-Man kept coming up piqued her interest a little bit. "Perhaps you should have seen the signs that your father…"

"Oh sure when he does something that you don't like, he's my father," Pietro said, crossing his arms over his chest with a prominent scowl and Wanda reached forward, casually giving him a pat on the head.

"Yes, he is," Wanda said with a smile on her face and she shook her head when she continued to press on forward from this situation. "As I was saying, your father….fine our father….he's really playing a dangerous game."

"You're not going to question it, are you?"

"No, but his obsession with Xavier it was almost like he was jilted at the school dance by the man or something," Wanda said but she said it lightly enough. "And is this some kind of collection race to pick up all of the mutants? Is there really any kind of point to all of this?"

"Ask our father and you know what kind of response that you're going to get," Pietro said, he wasn't going to even try at this point.

After his past failure, he was in the dog house and that was not the best place in the world for him to be regarding Magneto.

"Oh, I have an idea Pietro," Wanda answered and she barely kept that smile off of her face, shaking her head but her mind went elsewhere.

She had managed to put it together, whether or not anyone else did, she could debate that all day long. Wanda managed to fit together the pieces about who he was and what his mission was.

He was on their side, at least that's what she thought. Or maybe she could see him presenting an attractive third option for them. They did need as many options, especially considering the fact that Magneto and Charles Xavier were two sides of two horrifying extremes. As much as Wanda loathed to admit it, that was the case.

' _I really wish this would have turned out a lot better,'_ she thought to herself but she honestly knew better than this.

"How was your recruiting with that Parker?" Pietro asked and Wanda paused.

"We had to schedule back our meeting after something came up," Wanda said evasively.

"Really?" Pietro asked, a skeptical tone added to his voice and Wanda sighed.

"Yes, Pietro, really," Wanda said to him and she could tell that her brother was going to have twenty questions.

However, she was saved by the arrival of her father and she was never so glad to see him as long as she lived.

"Here's what we're going to do."

* * *

 

"So, it was that OsCorp formula," Xavier said, he was a bald man who sat in a wheelchair and he peered at Peter and Gwen.

"I had rumors about some of what they were doing there but I could have never imagined that," Hank said and he thought that it was brilliant, but horrifying science.

"Well you don't need to look far to see what it did to Norman Osborn," Jean said and she shuddered at that.

"But he was dosed with a larger, more potent quantity of it, and we're monitoring things on our end," Gwen said, and so far there was nothing the matter, at least nothing that she thought was the matter.

"And Fury likely cleared it up."

Logan's voice sounded gruff and Gwen smiled, it was obvious that he wasn't that big of a fan of Nick Fury. Which earned him a few points in Gwen's book as far as she was concerned. She still hadn't forgiven Fury about the entire kidnapping her boyfriend thing.

"Well, that would be like Fury," Gwen said but she figured that from a certain angle the man would have had a point. The last thing that you needed was that stuff hanging around, ready to be used.

"You know, I know why we're here, and you're going to ask us to be part of this, aren't you?" Spider-Man asked and it was Jean who cut in.

"The choice is naturally yours," Jean replied and she really wondered what kind of battle they were fighting these days. It seemed like they were fighting their fellow mutants more than they were more than trying to get a fair deal for humans and mutants all together.

"So, the choice is mine?" Spider-Man asked, there was something about that which he doubted.

He was more than likely to go along with it if that's what it meant.

"So, how about you, Miss Pryde, have you come to a decision?" Xavier asked and Kitty made her way inside, she figured that she might as well not linger outside, given that they expected her to be inside anyway.

"Um, I don't…..I really don't know," Kitty said and her cheeks went slightly red when she thought about it. "I mean, I really need to think about this, this is a big decision and I still need to tell my mother…"

"I'm certain that she will understand," Xavier said but at that point, there was a loud thumping sound outside.

The thumping sound gave Peter the heads up that something was going down. His spider sense going completely mad made things certain that something was going on, but the web slinger popped up to his feet and stepped forward.

"And we have a security breach," Jean said, there was something casual about her voice that indicated that this wasn't exactly new news.

In fact, the redhead was trying not to act like anything was out of the ordinary even though they had just been breached.

"You act like this has happened before?" Peter asked her and Jean opened her mouth for a moment and then swiftly nodded her head.

"It has," Jean muttered underneath her breath and she could hear the sound smashing sound of something trying to force their way inside.

It was not a pleasant sound to be heard at all and the redhead was on pins and needles trying to deal with it. Another huge crash echoed and Jean leaned in.

"Spider-Man, I wish to speak with you," Magneto said and there was an electro magnetic disturbance.

"This shouldn't be happening, the gates are coming down," Doctor McCoy said and Logan sighed, there was a feel that this had happened before.

"It shouldn't but it has, get ready," Logan grumbled and the X-Men had to assemble for quite the fight.

If this was her first day, then Kitty thought that she picked a hell of a fight to deal with.

* * *

**To Be Continued On October 8** **th** **, 2014.**

**The first cameos of the X-Men and the Brotherhood. With some interesting choices that were for the best of the narrative convention of the story.**

**The running gag about the Xavier Institute having the absolutely worst security on the planet lives!**


	22. Magnetic Attraction Part Two

**Twenty-Two: Magnetic Attraction Part Two.**

* * *

"So, someone has breached the security," Gwen said in an extremely casual voice.

Jean only responded with a long and prominent sigh. "The one thing you got to know is that the Charles Xavier Institute doesn't have…..well it tries, but its security is not really the best."

"Don't sugarcoat it, we seem to have bad luck as it goes with security," Logan said and he walked out to the door, and he looked around.

Magneto's forces entered the Institute, this might be one of the more brazen attacks the man ever tried in his life, and why wouldn't he? He had the advantage with a surprise attack and they had their guard down. It worked out as an excellent plan.

"Come and face me!"

Logan popped his claws and stepped forward. "Oh, I'll come and face you alright, just see what I have….."

Logan against Magneto was never a fight that ended well. Mostly because Logan had one disadvantage that was normally an advantage. It wasn't due to any lack of skill or any lack of heart; it was just that…..the metal on his bones proved to be a problem for someone who mastered magnetism.

The Master of Magnetism batted Logan off across the wall like he was a chew toy.

"I do not come here out of the need to fight, but rather a need to warn you. Time runs out and…"

Sabretooth rushed in and attacked Logan while he was down. This was the never ending fight between these two men and Sabretooth nailed Logan with a series of rapid fire blows.

"You know, you're rude to come into someone's house, without knocking," Beast said, and he plucked Sabretooth away.

"Get off of it you fucking furr ball," he groaned and Beast shook his head.

Ororo walked over, and Spider-Man swung past her and faced off against Magneto.

Magneto looked at the web slinger with more interest than he might have ever shown any human in the past. "Well, it's everyone's favorite hero….tell me, what are you?"

He hurled one of the metal panels against the wall. Spider-Man dodged it and climbed onto it, and rushed Magneto.

"Just your friendly neighborhood clean up crew…."

"You've already fallen into with a crowd that will leave you for dead the moment that it becomes convenient for them," Magneto said, and he tried to nail Spider-Man with more bits of metal. The web slinger dodged each and every single attack.

The Scarlet Witch turned up just in time to watch the battle between Spider-Man and her father. Her eyes widened when she saw this clash and her heart raced, skipping several beats in the process of the battle.

Her mouth hung open again, and she snapped her eyes up.

She went face to face with the Goblin Queen.

"Nice outfit," The Goblin Queen whispered, and the Scarlet Witch smiled.

She stood there in a one piece red outfit that showed off a great deal of her skin. It actually had a practical purpose, as did all tight skimpy outfits. It was easy to use mutant abilities in tight fitting clothes or less than tight fitting clothes.

The Goblin Queen attacked her, but the Scarlet Witch avoided that attack. She caught the girl's attack.

The Goblin Queen landed on her feet, and she could see other figures join the battle.

The ground rumbled underneath them, and a young man dressed in a silver body suit with head gear jumped in.

"Avalanche, I had this covered," The Scarlet Witch grumbled, and she saw a bright blur that was her brother rush in from the side.

Wanda hated when the Brotherhood got in her way. It just complimented things.

"I know you had it covered, sis, but I figured the boys and I could need a little bit give a little bit of back up…"

Spider-Man continued his battle with Magneto. "You're not going to give me the entire, we can rule the world speech?"

"I will not insult your intelligence or mine," Magneto said, and he flung a large piece of equipment at the web slinger. He would not have used such an attack if he thought that it would hurt him, in reality, he only meant to slow him down.

The web slinger launched himself at Magneto, but he used the metal door he ripped off early to block it.

Spider-Man stopped, a different approach was needed. The web slinger launched a line of webbing at him. Said webbing wrapped around Magneto's hands, and then he launched another around his feet. He struggled in vain to keep this powerful mutant in place.

"Keep your eye on the ball!"

Logan got to his feet, and nearly got pancaked by a large man.

"You know, I'm not really surprised that you tried to sit on me," Logan grumbled, and when one meant large, they meant large, and in charge. The large man ambled towards Logan.

"Bah, you can't do anything to me, no one can, nothing moves the Blob!" the Blob howled and Logan raised his eyebrow.

"Yeah right, kid…"

Storm blasted the Blob with a wind that did in fact move him. He looked like an overgrow weeble-wobble and crashed down to the ground.

"Tag, you're it!"

Quicksilver nailed Spider-Man hard across the back of the head, and the web slinger did a somersault.

"Hey, slow down, you're going to hurt someone."

Quicksilver smiled and he rushed around, and tagged Spider-Man once again. "Yeah, I'm going to hurt you, web head, but that's not a really big loss. I mean, they say that you're something, but you're really nothing, and then you're…"

Kitty watched the battle from the next room and tried to go in to help, but someone cupped a hand on her mouth and placed something on her neck.

"Phase through the floor, and you won't live long enough to regret it," the woman whispered, this was not a suggestion, this was a threat.

"What do you want with me?" Kitty demanded and that question went unanswered.

The Scarlet Witch and the Goblin Queen continued their back and forth battle with each other.

"You know, your heart doesn't really seem to be into this," The Goblin Queen said, and she smiled. "Why do you fight with Magneto anyway?"

Scarlet Witch dodged a bit of warning fire to her face, and responded. "He's my father…."

"Oh, Daddy issues, trust me, a lot of us have been there!"

Goblin Queen hurled herself down onto the back of the Scarlet Witch's head and smashed her face first down onto the ground. Suddenly, she felt something nail her into the back of the head.

A blue skinned woman dressed in a tight bra and really tight red pants with dark hair turned up and looked at the Scarlet Witch.

"I had that won," Scarlet Witch muttered and the woman, known as Mystique, simply scoffed in response.

"You looked like a real winner nearly getting burned to a crisp," Mystique fired back, and she dragged Kitty underneath her arm. "Now, let's…..let's go…before…"

A loud explosion echoed and that rattled the entire group looked at each other. The roof was about to cave in.

"Fall back!" Magneto yelled, and he used Logan as a super ball to back the rest of the group off, before he lifted up bits of metal and formed a barrier.

Spider-Man rushed at the barrier and tried to knock it down with his spider strength. He pounded away at it. He beat his fists up against it until it was raw.

"Stand back!" Jean yelled, she had a bit of a headache, but she managed to do okay, and ripped the wall apart.

Unfortunately by the time that she ripped the wall apart, and pulled it back, Magneto and his crew escaped into the night, and with Kitty.

"We've got to go, now," Spider-Man said, and Jean nodded, she followed Peter.

She stopped for a second and looked at Ororo. "What's the status of the Professor?"

"What happened to you, it knocked him out, he's taking a good and long nap," Ororo informed Jean and Jean nodded. "I'll look after him, you go find Kitty."

Gwen grumbled and she got to her feet. She cursed herself for getting knocked out, even for a moment. She had a receipt to settle with that woman, and she determined to make her pay up with full interest.

* * *

Wanda sighed, that was a battle where things didn't go as planned, at least that was from her perspective. They were extremely lucky to escape from that battle alive, and she said as much when she looked at her brother who paced back and forth.

"You're wearing a hole in the carpet."

Pietro stopped, and looked sheepish, because with his powers, he did literally wear a hole in the carpet.

"You know, I wonder what Magneto wanted with the half pint brat….."

"She can walk through walls, you can't think of a use for that," Wanda responded, a bit sarcastically.

Pietro noticed his sister's sarcasm and frowned. "You know, you're just a bit touchy that you got knocked around by the Goblin Princess."

"Goblin Queen," Wanda corrected, and she slapped herself.

Distracted, by both of them, even with her powers, and she figured out the reason why, there were some kind of super powered pheromones that drove her nuts. Brought her mind things that there shouldn't be.

If they weren't in the middle of a life and death battle, Wanda didn't doubt that she would jump Spider-Man right then and there. Her powers recognized him as an ideal and powerful mate, with good genetics, strong, and willing to give her what she needed.

Then again, given the eyes that the telepath was giving him, she wasn't the only one that recognized him as a powerful mate.

' _Grey wants a piece of him, obviously, but not until I get there first,'_ Wanda thought, and she resisted the urge to give an evil round of laughter. _'That will be the greatest victory that the Brotherhood ever has had over the X-Men and the one that's the most satisfying to me on a personal level.'_

She imagined what he could do to her, but unfortunately, any kind of day dream would have to wait a while.

"We have stood, alone in the world that doesn't understand us, and the humans are getting more dangerous," Magneto said and he hit his stride in his speech. "I wouldn't be foolish to say that all humans are like this, but the vast majority of them are, and what is worse, the MRD has been established for the entire world to see and their Sentinel program speaks for itself. They wish to create huge imposing death machines in an attempt to hunt us down, and we're not going to go for that, we're not going to abide by that, are we?"

Wanda shook her head, but at the same time faced front. She knew when her father gave a speech of any sorts, it proved to be a bit over the top. That was just how the man operated.

"Katherine Pryde…..do not be alarmed child, we're not here to hurt you."

Kitty snorted in response. "Yeah, fucking right, I mean, you attack me at school and then you slap a collar on me, if I use my powers….which, guess what genius, I can't use on my own because I haven't been trained. You slap a collar on me and say that if I use my powers, I won't live long enough to regret it. Seriously, that's your big plan? I've never been so insulted in my entire life."

The blue skinned woman turned towards Kitty. "Be quiet….."

"No Mystique, allow the girl to say her piece," Magneto said and he smiled. "We're not here to be censored, far from it. We're here to allow mutants to be liberated, to be free."

Kitty didn't say anything, on the account of the blue lady holding a dagger to the back of her head. She thought plenty, including words that her mother would wash her mouth out with soap for.

"So, either you're with us, or you're against us, it's a choice that you make."

"And if I decide not to help you…"

"Then you will be released, a disappointment, but you will be released never the less," Magneto said quietly and Kitty shook her head, she didn't believe that.

"You're just going to release me, just like that?"

"Yes, just like that," Magneto replied to her and he paused. "But it's not a decision that you should take lightly."

Kitty scowled, she about already made her decision and it was not one that she would make lightly either. That being said, she had serious misgivings that they would free her in the first place.

The X-Men should be here soon, right, right? Kitty sighed, doubts crept into the back of her head. The X-Men, and Spider-Man, how did Spider-Man get there so fast, she wondered? She had her ideas, but they couldn't be true, could they?"

* * *

"You're going about this the entirely wrong way, you know."

Spider-Man turned around and he could hear something buzzing in his head, and he knew what it was. Jean heard the same thing.

"So, you have another psychic hook up?" Jean asked him quietly and Gwen joined them.

"Wait, you hear her as well?" Peter asked and Jean nodded in response. Peter gave a heaving sigh of relief and in a flash, he wrapped his arms around Jean in a tight hug. She was surprised by this action but she accepted it never the less. "Thank you, you don't know how much this means for me to finally find out that this isn't some Spider Induced bout of insanity."

"Um, yeah, thanks," Jean said. A dose of his pheromones this up close and personal was not conductive to long term thinking. "But I'm kind of the last person that you should hold up for some kind of barometer to sanity."

' _Especially given that my soul is co-inhabitated by a mystical cosmic bird,'_ Jean added to herself in amusement.

Peter appeared on the Astral Plane, and Jean tagged along.

"I see you brought a guest this time."

"Yes, I did Madame Webb, I wondered how long it would take for you to show up and insert yourself into my life again…"

"You've put yourself in the middle of a conflict, and one that you might not be able to get yourself out of," Madam Webb said, and the redhead flipped the cards down. They were vague as always, so she couldn't really help him all that much if she wanted to.

Spider-Man snorted, he really couldn't help himself. "Well, I'm in the middle of a lot of conflicts that I shouldn't really be into."

"We've got the drop on Magneto…."

"The choice is yours, but the destiny is that of your own creation, I will help in any way that I can,' Madam Webb said and she smiled. "You'll find that the easiest path inside is through the open window on the third floor."

Spider-Man nearly fell over, a direct answer, from this woman. He must have gotten hit harder in the head.

"Seems to be the case."

Suddenly, Jean and Peter popped back into the real world, and Gwen left standing there, late to the party as usual.

Jean slowly turned to Peter and gave him a heaving sigh. "And I can see how that gets pretty annoying really quickly…..but…"

"You get used to it, but come on, let's see if her tip was worse much of anything," Peter said and he scaled up the wall, but Jean stopped him.

"Not a bad way to get in, but I prefer something a little more dramatic," Jean said, and she wrapped both Peter and Gwen in a light, and a cosmic flame appeared around her.

She teleported them through the window with a solid movement and Gwen nearly fell over, but stopped herself.

Peter grinned in response and turned to Gwen. "Are you okay?"

"I'll live," she groaned in a grimace and her head really rattled from the trip inside. Jean patted her on the shoulder in a sympathetic manner.

She stopped in response and she saw three of the Brotherhood goons, Toad, Blob, and Avalanche sitting around. They looked to be playing cards or something or other.

' _We better switch to talk like this, so we don't wake anyone up,'_ Jean said, and she linked her, Peter, and Gwen's minds together.

She closed her eyes in response and shook her head again. She wondered if that was a good idea, given the nature of their powers.

' _Don't worry, we won't imagine anything raunchy while we're hooked together,'_ Gwen said.

That didn't really put Jean at ease, especially that caused the thoughts to bubble through the surface of her mind. It was only due to a great deal of self-control that she managed to hold those thoughts off.

She made sure Blob, Avalanche, and Toad went to sleep and she clicked open the door carefully.

And they saw Kitty sitting in the chair, and she spun around. She had an excited exclamation that blew her cover.

"SPIDER-MAN!"

' _We've got the work on the stealth, I know,'_ Jean said with a grimace, as Magneto turned around.

"You know, you could have knocked instead of entering through the backdoor like you did," Magneto said and Mystique stepped towards them, a menacing glint dancing in her eyes.

Gwen smirked, that was good, she owed Mystique a bit of a beating after the last time. The blonde cracked her knuckles, but Jean held her back.

' _Easy, easy, easy,'_ Jean thought, and she wished that she could get a fix on what Magneto was planning, with that helmet.

Suddenly, Wanda hexed her in the face. It was a mutant equivalent of a sucker punch, and Jean was caught off guard.

' _That…..that….that bitch,'_ Jean hissed through her teeth and she bounced up to her feet, and dove towards Wanda.

The two of them clashed with each other, and drove at each other, in an intense fight. There were mutant powers used.

"Wanda, stand down!" Magneto ordered, but his daughter was beyond all reason.

Pietro raised his eyebrow and rushed in to go for the attack. They bounced him out like he was nothing.

Spider-Man took the advantage to go over, and place his hand on the collar that they put on Kitty. It might have seemed like a problem, but it was mere child's play to someone of Peter Parker's intellect.

"So, how are you doing?" Spider-Man asked and Kitty nearly fangirled out about being addressed by Spider-Man. "Yeah, I take it you're doing well all things considered, aren't you?"

Kitty nodded up and down, and she resembled one of those overgrown bobbleheads. Peter chuckled, and he removed the collar.

Mystique tried to go over towards her, but Goblin Queen shot in front of her. Mystique aimed a kick at her, but Goblin Queen dodged it.

The intensity of the fight kicked up again, and Gwen felt bound and determined to back off her enemy. And get a little bit of payback from what happened earlier, her ego took a huge hit when she got knocked out from behind.

Jean pushed Wanda back and pinned her down on the ground. Energy glowed from her eyes again, and she held the enchanter down on the ground.

"Let me go," Wanda demanded, and her power pushed back against Jean suddenly, but Spider-Man pulled a web line and yanked Jean back.

"Um, I hate to break it to you, but with your power set, a catfight between the two of you, would crack the universe."

Wanda went to attack, but she saw that there was no way that she could attack Marvel Girl without harming Spider-Man. That's not something that she intended to do if she could help it.

Kitty walked over and she watched the fight between Mystique and the Goblin Queen, her eyes growing wide like saucers. She didn't know who was going to win, but it sure was exciting.

The Goblin Queen flipped over and pressed two fingers onto the side of Mystique's neck. It was a simple attack, but one that nevertheless was effect. She slumped down to the ground like a ragdoll and was unable to get up to her feet.

"We've got to…"

Magneto lifted his hand and caused the metal to form around into an iron ball, and then it rolled forward, blocking the nearest exist.

Kitty placed her hands on her hips and scowled at Magneto. "Hey, wait a minute, I thought that you said that we could leave, and it would be no strings attached!"

"You misunderstood me," Magneto commented and his eyes flashed over again.

Jean groaned underneath her breathe. "Not again."

"What do you mean not again?" Peter asked her and Jean figured that it was time to clarify what she meant by not again.

"It's just that sometimes Magneto gets into these weird fits that…well that he decides to attack even though the attack isn't warranted," Jean replied and she prepared to attack again.

Pietro helped Wanda up to her feet, she had been knocked down in the battle. He looked at his sister. "Our father…I think he's having one of his moments."

Wanda groaned, she hated this, she really hated this, and the flying metal around her head was something that she hated. Her father was rational most of the time. She stressed most of the time. Sometimes he came off like a Saturday morning cartoon villain.

It must have been something to do with his powers affecting his brain chemistry.

She saw Jean Grey ready to attack and took the clear shot that she could. She blasted her, and Jean blasted her father.

Wanda knew seconds after she completed her attack that this was an entirely bad idea. The roof of the compound began to fall around them all.

Jean enveloped a shield around herself, Kitty, and Peter, and she sighed.

"I could…..I could phase us out of here," Kitty said, and Wanda screamed when she had been trapped in the middle of lying debris.

"I don't know, tense situation like this, can you control your powers?" Gwen asked and Kitty shook her head.

"Yeah, you've got a point, but I just….damn it, I don't want to be a useless damsel in distress…"

Jean stopped Kitty's complaint with a firm statement. "You're not a useless damsel in distress, you're…..new."

Kitty scowled, being the newbie didn't exactly help her self esteem either. That being said, Jean launched them up, with the Brotherhood making their retreat.

Spider-Man saw someone down there, and she was stuck in the middle. The Brotherhood carried Magneto out, but Wanda had been left behind.

"Spider-Man…."

Spider-Man swung down, and held out his arm for Wanda to take it.

"Don't blast me or anyone else, and we'll get you out of here," Spider-Man said and he lifted Wanda out of the debris, just seconds before it would have smashed her, powers or no powers.

The dust settled, and Wanda leaned up against Spider-Man, her base instincts being fought all of the way. She was calm, at least for the moment.

Until she figured out how completely and utterly screwed that she was.

* * *

Wanda found herself in the Charles Xavier Institute of the Gifted, and not was an intruder this time, but as a guest of the infirmary. She hoped that she would leave as soon as she got the all clear to go.

"Wanda, I'm sorry, I cannot even begin to explain what got into Erik," Charles said and he looked tired and weathered, but he was completely on the mend after the attack on the Mansion.

"My father…..he saw the reports that the MRD planned to round up unregistered mutants, and send them to camps…..how does a law like that get passed?" Wanda demanded, and Charles blinked.

"I hoped to do what I could to delay it, and it's still not passed into law," Charles said, but with each day, they got closer. The rumors floated about what could happen to mutants was a carefully disguised ploy to ramp up acts of mutant aggression. So those in Washington can justify passing the bill.

Wanda sat on the bed, she was sore after what happened, but she felt really good other than that.

"You have a clean bill of health, and you're free to go at any time," Charles said and he paused. "I wish you would reconsider joining the X-Men. I realize that you and your brother got off on the wrong foot with us."

Wanda barely held back a laugh. To say that they got off on the wrong foot with the X-Men would kind of be putting things just a bit mildly.

"Yes, we did, and you know why it won't work," Wanda said and Charles nodded. Even though one of the problems was gone, there was still another problem that lingered.

Charles Xavier meant well she was sure, but he was the opposite extreme. While sometimes her father did too much in his crusade, Charles didn't do enough.

"So, how are you feeling?"

Wanda looked up and saw Peter Parker standing there.

"So, the cute waitress from my favorite place to eat is the big bad Scarlet Witch, who knew?"

"Well, you're the Spectacular Spider-Man, so again, who knew?" Wanda asked and Peter blinked. While she was sure that whatever excuse he was about to come with was charming, she cut him off at the pass. "Yeah, I figured that out…..it wasn't that hard to put two and two together. My father tried to figure you out as well."

Wanda got up to her feet. She wore nothing, but an extremely short hospital gown and a pair of lacy black panties underneath them.

"You know, I think that…well I thought that you were cute before you were Spider-Man, but I guess those pheromones of yours work wonders in messing with a girl's head," she said and she placed her finger on Peter's cheek and traced all the way down his cheek.

"Well, the pheromones…..they only heighten desire that's already there."

"Well a lot of girls want Spider-Man, and you're not that bad of a catch…and I'm sure that you want a lot of other girls as well," Wanda whispered and there was a smile on her face when she ran her hand down his cheek again. "Or have you got them?"

"Yes and…."

Wanda smiled.

"A lot of girls might be jealous, but…..they don't get that they should be honored to have a strong male that could please a lot of different women," Wanda said and she smiled. "Besides, we're going into a new age of more enlightened thinking…..although some people are being dragged into it kicking and screaming the entire way."

"That's politicians for you, they always are kicking and screaming away from progress," Peter told her and Wanda smiled.

"I feel like you understand things better than most do," Wanda said and she placed her hands on either side of Peter's face and leaned in.

Peter felt her soft moist lips connect with his, and he felt her power flow through them when they touched. Her power caused him to pump out more pheromones than ever before.

It was almost like she was trying to get him to attract pretty much every female in a ten mile radius or something. Her tongue begged for entry into his mouth, and he accepted it, their tongues tangled together.

Wanda pulled back from him, her mind completely blown, her nipples hard, and her panties moistened.

"You call that a kiss?"

Jean turned up at the door. She wore a thin and transparent nightgown due to it being close to bedtime and she wore a sexy set of red lingerie underneath it. Peter thought that something was tingling, but it wasn't his spider sense.

' _Wow,'_ he thought, but he thought that Jean smirked at him and remembered that she could hear his thoughts.

' _Very wow,'_ Jean thought to him with a grin and she shamelessly averted her eyes below Peter's waist.

' _Hey, Marvel Girl, my eyes are up here,'_ Peter told her, and Jean laughed.

' _I know.'_

Wanda placed her hands on her hips and stared at Jean. "Oh, you think that you could do better, princess?"

"Watch closely," Jean said with a wink and she guided forward.

She brushed her pantie covered bottom against Peter's crotch and ran her hands down his body. He closed his eyes, and her lips met his with a passionate kiss. The redhead deepened the kiss, and explored his body.

She grinded herself down him and Peter's hands explored her body at her mental urging.

Wanda was torn between scowling and pleasuring herself to this erotic action. It was a tough mental battle in her head.

Jean broke away from Peter, and nibbled on his neck to give him something to remember her by when she parted away from him.

"So, what do you think?"

Wanda's eyes traveled down Peter's body, and saw how uncomfortable his pants looked. A wicked idea went on her mind. "You know, Marvel Girl, I think that I should give this man what he really wants."

Before Peter could say anything, Wanda walked over and placed her hands on his pants and pulled them down in one fluid motion.

He wasn't sure how this escalated to this point, but he was going with it.

' _You know, this is one X-Men against Brotherhood conflict that I don't mind being in the middle of.'_

Wanda got down and pulled his shirt up, to get a good look at his six pack abs and ran them over.

She slunk to her knees, kissing down his chest, all the way down to his labs, and Peter groaned the more that she worked her over.

Jean shut the door behind her, making sure that no one interrupted this little competition, the latest and most important battle involving the X-Men and the Brotherhood. This one was for all of the marbles after all.

Wanda saw his large throbbing cock and looked at it, completely transfixed. Jean leaned in to speak to her.

"You want me to show you what exactly he wants you to do with that."

"I know what to do," Wanda said, annoyed that she had been taken off guard.

"Now, ladies, be nice or I'll take my balls and go home," Peter said and Wanda suddenly straightened up.

She groped his balls and stuck her hot tongue on his base. She licked all the way up and her tongue met the head, before she licked all the way back down.

She gave his cock the coverage that she thought that it deserved. The brunette beauty licked and slurped on it all the way, up and down.

Peter groaned when she pushed her hand around his tool, and pumped him a little bit more. Then she moved in for the kill.

Wanda's pleasure centers spiked when she wrapped her lips around Peter's manhood and stuck him all the way down her throat. She gave him suction beyond all belief when she brought her hot lips all the way down onto his tool.

She managed to copy the technique she learned from the darkest corners of the Internet, and brought him into her mouth, cooing.

"Jesus Christ," Peter groaned and Wanda's mouth tightened around him and his balls tightened in response.

She applied a great amount of suction to him. Wanda looked determined to drain every last drop of his fluids from him.

Peter grunted, holding onto Wanda's hair, and pumped into her mouth. The next thing he knew, there was a dam about to burst.

Wanda got her gift, a large dose of hot warm liquids that fired into her mouth. That caused her body to tingle and her panties to be ruined beyond all repair.

She slowly rose to her feet, turning to face Jean, her gown riding up to show her panties. Wanda stuck her tongue out to show Peter's cum to her.

Jean stopped and smiled, acting as if she just didn't finger herself. "You know, that wasn't bad, but I think that I can do better."

Jean walked over and slipped her night gown slowly off when she approached Peter. She then fiddled with the clasp of her bra.

Peter watched and he throbbed again, to see Jean's amazing breasts dance out for all to see. They were firm, large, and very real. Her nipples called out for him and called out for pleasure.

"Now, be sure to take notes," Jean said, and she walked over, to give Peter a kiss. She kissed him hard and felt him return the kiss with equal fire. He caused her loins to heat up by his talented mouth and tongue, and his hands roamed down her body. She wore nothing, but an extremely lacy red thong.

Peter groaned and wondered what Jean had in store for him. He felt her ass up in the meantime, and she grasped his cock in response. She pumped it, adding a little bit of telekinesis into the battle to caress and play with his balls.

Jean backed off and smiled again, and dropped down her knees. She took the tip of Peter's cock and kissed it.

"Anyone can give a blowjob, it takes true talent to do this," Jean whispered, and she wrapped her tits around Peter's cock.

Peter groaned when her tits engulfed him, and he thought that he died and went to heaven and that pretty much was the case. Jean's large globes wrapped around him and he placed his hands on them.

"That's it, touch them, Peter, they belong to you," Jean encouraged him, with his cock spiking between her tits and giving her immense pleasure.

Her mind was being lost to her lust which was amazing.

"You better not be using your telepathy to cheat," Wanda said. She tried to discreetly finger herself, but she failed a doing that.

Jean pushed Peter's cock all the way between her tits and licked it, which caused the lust to burn from his eyes. "All's fair in love and war."

Peter groaned, he didn't know how much more of this amazing tit-fuck he could take. Regardless, he summoned a good amount of the old spider stamina and pounded her tits hard.

"Good, I want more, shoot your webbing on me," Jean said, biting down on her lip sexily when Peter speared his manhood deep between her breasts.

Peter groaned and Jean squeezed him harder. Bound and determined to get him to cum and Peter felt her tits wrap around him harder and she pushed her way around him.

"Yes, oh yes, more, more."

Peter couldn't hold out for much longer, these warm orbs of flesh made that extremely difficult. With a groan, he warned Jean. 'I'm going to…"

Jean looked up at him. She licked his head when his manhood popped out between her tits.

"Do it, don't you dare fucking hold back, I want you to give me more cum on my tits then you gave her in her mouth."

With Jean's encouragement and looking down on that sexy look, Peter felt himself pushed closer to the edge. With her breasts wrapped around his cock, it was really hard to say no. With a roaring rush of cum, Peter painted her tits and shot load after load onto them.

He backed off and panted again, and felt like he ran a marathon.

Jean smeared her tits with his cream, and slowly turned towards Wanda as if to say, your play.

Wanda smiled, and pulled off her shirt and panties. She stood before Peter with her amazing body. Large breasts with dark nipples that begged to be touched, a flat toned stomach, an ass to die for, and a pussy soaked with her own juices.

She picked up Peter and pushed him down onto the bed.

"Are you sure you can handle that in you?" Jean asked and to be honest, she got hot.

"I can handle it in me," Wanda responded, and she spread her legs and felt his large, once again erect manhood slide into her. She used her own powers to stop the pain from hurting her. His pheromones increased her dampness and desire when he slid further. inside her.

Wanda's hot thighs settled on Peter's throbbing cock and needless to say, that drove him completely nuts. Peter lifted his hands up and explored Wanda's body when she bounced up and down on him.

Her sexy gaze came close to pushing him over the top.

Jean smiled again and walked over to get a closer look at Wanda's technique. She watched greedily when she saw Peter's cock spear into Wanda again and again. Her lips greedily gobbled up his manhood and then allowed it to come out to breathe. Then she did it again, and again, and gained even more momentum.

"Yes, squeeze my tits, they're better then hers, aren't they?" Wanda asked and Peter's hands responded in kind. Wanda wrapped her hips around his hard rod.

"Oh, you think so, well Peter should be the one that should decide, shouldn't he?" Jean challenged and she grabbed Peter's hand and placed it on her right tit. She felt his fingers stick to her and that caused her nipples to grow harder. "Feel me up."

Peter wondered if this competition was going to get more insane before it got done. That being said, Wanda's tight pussy threatened to push him over the edge.

"Into me, deeper, deeper," Wanda begged him and she worked her hot walls around him and bounced even harder.

Peter's balls tightened again and Wanda squeezed him. She looked determined to milk pretty ever drop of cum.

"I'll have your babies if you want me to, Spider-Man," Wanda whispered bound by lust.

"Oh, no, not before me, bitch," Jean whispered and Wanda looked at her with a glare.

"You do realize that because of my powers….."

Peter's response was lost when Wanda's super tight pussy threatened to squeeze his manhood and he groaned. He continued the path into her body, and his balls tightened.

He injected a load of cum into her body, and Wanda threw her head back, screaming. The fact she felt his viral seed swimming in her body even though she was pretty sure that he chose to negate it because of his abilities got her hot and horny.

The possibility that her powers might have superseded it was just as much.

Wanda fell back, her pussy leaking with cum.

"Poor baby, I guess she couldn't handle it," Jean said and she threw herself over Peter, her pussy with a red strip of hair exposed for him. "Fuck me in any way that you want me to, big guy."

Peter rolled Jean over onto the bed and kissed her madly in response. She could see that the primal beast within him was unleashed and that could lead to some extremely exciting and rough sex.

"Give me more….oh yes," Jean moaned, and she felt her pussy heat up with anticipation, especially when he bit on the neck. "Mark me as yours."

"You are mine, both of you."

"Yes, you should take both of us, the only one who could unite us," Jean begged him, and her pussy lifted up off the bed.

Peter felt the telekinetic grip on him as she tried to pull his cock into her depths. He pinned her hands behind the back of her head and glared at her.

"Sorry, I couldn't resist," Jean whispered and Peter smiled and once again he brushed his manhood against her dripping hot slit.

With one push, he brought himself deep between her legs.

Jean lost all sense of sanity, and she saw that everything outside of the windows levitated. Honestly, she didn't care, because she had a hell of an orgasm.

Peter felt himself fueled on by the amazing sex that he experienced with these two. He would most certainly put these two mutant vixens into the top tier, but there was some stiff competition and more lining up around the block.

He groaned and pushed his manhood deep into her tight body. Jean's hot lips engulfed his throbbing manhood and she moaned.

Jean's nerve endings exploded into the ultimate level of lust, and Peter pounded into her body over and over again.

"YESSS!" Jean yelled and she allowed her orgasm to reach a fever pitch.

Peter smiled and he pumped himself into Jean harder. He pushed her legs up into the air and she spread her legs expertly. It allowed him to pound into her even more.

Jeans moans increased with intensity and Peter held her hips, working into her from behind.

"Peter, take me from behind, I know you want to."

Peter pulled out of her and he wanted to, he really wanted to. She was on her hands and knees, her cum soaked pussy spread for him. That wasn't the part of her body that he appreciated there.

' _Yes, my ass take it, she never could take it, so take mine.'_

Wanda protested that she could, but she saw Peter's hard and long cock over Jean's ass. His hands placed on either side of Jean's hips and he pushed into her tight anal cavity.

Jean squealed in pleasure, at first she didn't know how much she wanted this, but she liked it every step of the way. Peter hammered her ass from behind, and she closed her eyes and felt the pleasure again.

Peter felt her tight ass close around him, she felt like a furnace. Not to let other parts of her body neglected, he placed one hand on her breast and squeezed them.

Jean groaned because of his rough squeeze of her breast, and he kept his path between her tight ass cheeks. He worked into her and his balls slapped against her.

His fingers pushed between her pussy lips and fingered her. She felt his fingers stick to her insides, and he was able to pick up more cum due to the fact that it stuck to her.

"Go ahead, have a taste."

Peter pushed his fingers deep into her mouth and Jean savored the taste of her cum. She nibbled on Peter's fingers. She made sure that she got every drop of her hot juices.

Wanda waited for her turn, but she was glad to see that uptight bitch get something stuck up her ass. A hot bitch mind you, and Wanda wondered what an encounter with her would be like. She would have to worry about that on another day.

Peter continued his journey to Jean's ass, and drilled her into the bed. The redhead's moans increased.

Jean's delightful moans were bound to get Peter to cum and that's what he did. His balls tightened and he unleashed a steady blast of cum into her ass.

The sticky seed that injected into her ass caused Jean's moans to increase. He emptied the contents of his balls into her ass.

Peter pulled himself out of her, and he saw Wanda on her hands and knees and she wiggled her ass at him.

"For the record, I can take it, and harder than she can."

* * *

Many, many rounds later, the latest battle between the X-Men and the Brotherhood concluded. The winner of this battle was without a doubt and with undisputed proof, it was Peter Parker, better known as Spider-Man. That was one battle result that you can take to the bank, true believers.

Kitty Pryde pulled her face out from behind the door, pulling out quickly. She didn't realize how late this was, and she needed to have a shower before breakfast.

A cold shower, an extremely cold shower.

Gwen watched Kitty run off with a smile on her face, and she decided to follow the brunette. To make sure that she got around okay after what happened, of course.

Of course, what kind of friend would she be if she allowed Kitty to round around the Institute unintended?

* * *

Julia Carpenter, better known as Madame Webb, observed recent events and she sat from her position, her hair clung to her face, and she removed her hand from underneath the table and put it shakily on the table.

After intense observation after the last few moments, Julia came to one conclusion, after close study of recent events.

She would need to establish a working relationship with him, in the not so distant future.

* * *

**To Be Continued On October 10** **th** **2014.**

**So Peter mediates peace rather well.**

**I'll leave it up to the dirty minds of people what may happen next involving Kitty and Gwen.**

**Obviously the MRD and the government are jerks.  
**

**I kind of implied it, but Mr. Summers perished in some three way scuffle between the MRD, the Brotherhood, and the X-Men. No one quite knows who did the dirty deed to finish him off, as he saved what might have been several innocent lives.  
**

**See you next chapter.**


	23. Dance of the Spiders

**Chapter Twenty Three: Dance of the Spiders**

* * *

 

Spider-Man careened hard against the wall at the speed of light and the large and hulking figure with a huge mustache rushed him. He was a rough and tough individual. He was almost as strong as Rhino and about as smart as well.

It was only due to his quickness and agility that Spider-Man rushed out of the way, and the man smashed the wall. Then the web slinger jumped onto his back, and then grabbed onto the mustache, and hammered a series of elbow strikes right to the side of the head.

"Standstill, little missy," one of the other henchmen said and he cracked an electrified lasso at Spider-Woman, who dodged the attack.

The name of their opponents were a trio of professional criminals known as the Enforcers and make no mistake about it, they were good. So good that it was almost pretty obscene how good that they are.

Montana was the ring leader, and he was the epitome of someone who was very southern. He rushed Jessica, arm out stretched, but she dodged his attack. A leg sweep brought him down to the ground. Striking whilst the iron was hot, she turned him over and pinned him down to the ground.

"Not going to happen today, is it?" Jessica asked, but suddenly, the third member of the Enforcers nailed her with a huge roundhouse kick to the face.

The man was quick and skilled, and swift on his feet. He was also smooth with the ladies, at least in his own mind. Fancy Dan rushed Jessica, but she dodged his attack. She tripped him up and slammed him face-first onto the ground. The woman's elbow drilled down on the back of the head and slammed him down.

Ox meanwhile went around and around with Spider-Man. His grunts got more prominent and Spider-Man fired off several rounds of stingers at him, which he dodged.

' _You know, pretty agile for a big guy,'_ Spider-Man thought and he saw Ox do a somersault in mid air and stick the landing feet first onto the ground.

This feat impressed him, he wasn't going to lie. Ox then rushed him with all of the subtly of a Sherman tank, but Spider-Man jumped over his head. The web slinger nailed him in the back of the legs. That was the key against those big guys, take down the legs, and the body will fall.

"Now, I've got you," Montana said and his lasso whipped around Spider-Man.

"Are you sure about that, Tex?" Spider-Man asked and he grabbed onto the lasso and pulled him over. He clotheslined him down with the lasso, and then tied him up.

Spider Woman went head to head with Fancy Dan and her hand to hand combat improved greatly.

"Nice moves, but you should know that I have a few of my own," Fancy Dan said and he dodged her kick. "So, after this is over, how about you and me…"

"Kind of conflicts your plans to go into jail, doesn't it?" Jessica asked and she flipped up over the back of her enemy's head and slammed him hard down onto the ground. The man's arm bent down across his back.

Jessica gave him one last curb stomp to the head for the road.

"Well, that ties up the Enforcers," Spider-Man said and Montana hung upside down, cursing. He would make Yosemite Sam proud. "Now, now, watch the language."

"You know that the Kingpin's put a price tag on your head, for what you've done," Montana whispered and Spider-Man looked up at him.

"What I've done, excuse me?" Spider-Man asked, sure he busted a few of the Kingpin's operations. It wasn't really anything personal, just doing what a Spider-Man does. He didn't think it was anything bounty worthy.

"Yeah, there are going to be people running around the block to take a hit at you," Montana said and Spider-Man looked at him. "But, guess it's your lucky day because you got the Enforcers out of the running. I'd clap for you boy, except my hands are a little bit tied."

The sweet sound of sirens met that it was time to go and Jessica and Peter made their exit, stage right, out of the backdoor.

"So, do you think that he was serious or was he just blowing smoke out of his ass?" Jessica asked.

Peter shrugged in response. "Search me, I mean it's possible, isn't it, but you'd figure that someone like…"

Spider sense tingled, and Jessica saw a sniper perched on the roof top. The bounty appeared to be just for Spider-Man and his tunnel vision locked onto the web slinger and the web slinger alone.

His mistake, Jessica swooped in on other and knocked him in the face. It caused him to land onto the ground hard with a sadistic thud.

Spider-Man bent down over the man and webbed his hands together.

"Thanks for watching my back," Spider-Man said and she smiled.

"Gwen's not here, so someone has to," Jessica said with a smile. "She's got that really big presentation to make so…guess you've got me."

"Well, I'm not completely, and I'd gleefully watch your backside any time, if you just ask," Peter responded and Jessica smiled at the implied innuendo.

That being said, Peter had a couple of things to check up on, providing no more snipers took a shot at him. His costume was damaged in the fight. The Enforcers were professional criminals so it went without saying that they were more on the competent side of things than most.

He had incurred the wrath of the Kingpin which was not a good place to be.

* * *

 

Peter decided to take a stop back up to the Xavier Institute. After the past week and what happened, he had not had a chance to see Kitty. He found out that she had taken some time off of school to clear her head, and after finding out that she was a mutant, Peter could hardly blame her.

He only went back to school after the entire Spider-Man thing, due to the fact that he was focused on his Academics strongly and fiercely, and he couldn't live with himself if he didn't be his very best. After his powers, school seemed pretty busy.

Now he only went back because he wished to continue to excel. Not that Kitty was any slouch in school, her grades were extremely solid, but that being said, different people coped with things in different ways.

The door opened before Peter knocked it and Jean stood there, dressed in a black tank top and a pair of jean shorts. Her expression brightened when she saw him.

"Peter, it's good to see you again," Jean said and she threw her arms around him and she leaned in with a kiss.

Peter thought this kind of unexpected assault, he could handle. Jean's mouth latched onto his and the redhead brought her tongue into deeper prominence down his throat.

"So, it's good to see you again, Jean," Peter replied and Jean gave him a warm smile in response.

"It's good to see you again, Peter," Jean said and she stepped in. "I take it you're in to see Kitty…..she should be finishing off a training session."

'Oh in the aptly named Danger Room," Peter said with a comment.

"Yes, good thing you're not an X-Man, or maybe it's a bad thing, because we could always use the extra help," Jean said and she stood behind Peter and placed her arms around her. She supposed that it wouldn't fit because he was a mutate and not a mutant. "So, have you been having any interesting dreams lately?"

"Well, kind of hard not to because you keep invading them," Peter said and he smiled. "Can you….."

"Yes," Jean said. It was almost if she could read Peter's mind, but she really didn't need to because that was the obvious question. "As interesting as those particular dreams are, I was referring to your recurring guest."

"She's been oddly quiet," Peter admitted.

Jean frowned in response. "I don't think that's good."

"Really?" Peter asked and Jean nodded in response. "Well, I suppose that you're right, but I still think that this is some weirdness with some spider related…well power backlash. I don't really know how to explain it, except that's what I think that it is."

"That's what things are like most of the time, they just are," Jean agreed with him and she sat him down on the couch. "We're just going to have to wait for Kitty, won't we?"

Jean sat herself down on his lap, and Peter smiled at the position that she was in. She inadvertently squirmed against him, and Peter lifted his hand and placed it on the front of her breast.

"Turnabout is fair play," Peter whispered in her ear and Jean smiled.

She got heated in a hurry, and really that was what she wanted, everything that she wanted to be honest.

"I know," Jean agreed, and she barely held back from licking her tongue around the outside of her lips.

As if on cue, Kitty showed up and popped her head from behind the wall.

"Peter," Kitty said, she looked tired and excited. She also blushed when she saw Jean sitting pretty on Peter's lap, and his hands brushed underneath her breasts. The brunette leaned forward and saw that Jean's nipples stuck out from the front of her shirt.

"Hello, Kitty, it's nice to see you," Peter said and Kitty smiled and got over her awkward embarrassment suddenly.

"Yes, feel free to join us," Jean replied and Kitty stepped forward.

Kitty shook her head, she hadn't been this embarrassed since the time that Gwen joined her in the shower about a week ago. Then again, nothing too scandalous happened, although there was a lot of teasing that caused her body to blush completely and fully for when she remembered it.

That being said, the brunette mutant sat herself down on the couch right next to Jean and Peter.

"I think that I'm ready to go back to school, I mean I've been keeping up my homework," Kitty said and Jean smiled.

"That's good, Kitty, I'm sure that you'll find it good to take a vacation into the real world, away from the world of mutants and mayhem," Jean said and Kitty folded her arms. "I know, school isn't really a vacation, more like a diversion, but still, you got to take what you can get, don't you think?"

Kitty smiled, she would have to agree. That being said, she wondered when the rest of the X-Men would come here. She actually made it to a training session, without collapsing in a dead heap, she felt so proud of herself.

"So, how are things out there?" Kitty asked.

"Pretty quiet," Peter said, he about figured that she knew that he was Spider-Man. After the Magneto episode, it was not really hard to put two and two together. "How about you?"

"Well there have been no attacks on the Institute in the past week, if that's what you're asking," Jean said and she stopped and realized. "You know, that really shouldn't be all that much of an accomplishment."

Peter laughed in response. "No, it shouldn't be."

That being said, it was nice to sit down and relax with friends.

Jean took a quick peak in Kitty's mind, or rather she didn't need to. The thoughts that she was projecting about Peter was obvious and more than scandalous. The fact that she was involved proved to be even more interesting.

She wasn't going to do anything right now, but it was just a matter of time before Peter lured Kitty into his web. And the anticipation would make everything worse for the girl.

* * *

 

"So, what does the boss want us to do with this?" one of the men grunted. These men all worked for the Kingpin.

"How, should I know?" one of them asked and he shook his head. "You been in this business long enough, you simply don't ask questions. That's just not something that you do. Now if you're done asking stupid questions, let's just get up and down this."

There was a grunt as they carried crates of something heavy. Something dangerous, perhaps it was military weapons or the motherload of all drug shipments. Maybe it was some kind of illegally imported goods. There was one thing that they could take to the bank. It was extremely heavy.

"Ah come on, put your backs into it, we need to get that into the truck, and get it out of here, the boss won't be happy if we botch this one up."

"Hey, the other guys didn't botch anything up, that was Spider-Man," one of the men said.

"Spider-Man, what about that Blur?"

"That's just a myth, no one's ever seen her," one of the goons added and he cracked his knuckles. "Now come on you little girls, put your backs into it and get that shit into the truck and get it into the truck now."

"I don't see you breaking your back to put anything into the truck," one of the goons challenged and the head goon leaned forward.

"That's because I got put in charge, numbskull, you are you going to ask any more stupid questions, or are you going to get going? We've got shit to get done tonight, and we're not going to dick around and do it."

"Alright, alright, I'm going…"

The doors opened up and Spider-Man already waited in the back of the vehicle.

"Yeah, it's me, your friendly neighborhood Spider-Man, accept no substitutes!" Spider-Man yelled, and he disarmed one of the goons that took a shot at him. "Please, no photos, unless you get my good side."

Spider-Man sprung into the air, almost as if he had springs on his shoes. He lifted his mechanical web shooters and webbed the man's feet to the ground.

"To your right," whispered a voice in his ear.

"Got you, my spider sense was tingling," the web head said, and he smashed the pipe into the gut of his enemy with brute voice.

"I'll make something tingle, your skull when I crush it," the goon grumbled and he charged forward.

The crowbar came inches from smashing Spider-Man's head in.

"I know that you've got a price tag on my head, and I'm flattered, really I am, because that means you actually care," Spider-Man said and he jumped onto the back of his enemy's head.

The vicious curb stomp was not anything unlike what the web head normally did, he left a few more broken bones and busted limbs.

Then he nearly dented his enemy's head when he put him into the lamppost and smiled in excitement. He bent his arms back and looked at him.

"You know, I could just shut you up for good," Spider-Man whispered. "But I want you to tell the Kingpin something."

"Oh, the Kingpin's after you, freak…"

Spider-Man back handed him viciously and it caused him to land on the ground. He used his mechanical web shooters to web him up.

"Tell him, that Spider-Man is coming for him, and this time it's personal," Spider-Man and he pointed over to the box. A smile crossed his face underneath his mask "Oh, and that shipment over there, might be worth a couple of million dollars….cold, at least?"

Spider-Man attached a spider shape explosive device to the box and then disappeared into the night.

He was a safe way away when the contraband exploded.

"So, how did your test run go?" a garbled voice whispered in his ear.

"It went like a charm," Spider-Man said and he swung off into the night.

"A two fold plan, we destroy the Kingpin's operations and we set every hood in the city against him, distracting him," the garbled voice said. "SHIELD are right fools if they think that I'm incapacitated. I've gotten myself captured on purpose, so I can take over their little operation. That's true power."

"Yes, yes, and all will bow before the supreme might of Mysterio!" Spider-Man bellowed into the night as he moved to a warehouse, where several other individuals were waiting. Some who had a huge beef with Spider-Man and soon he would be nothing more than history.

* * *

 

Peter woke up from where he was and he was standing at the end of a hallowed hallway and Jessica stood by his side.

"Okay, this is new," Jessica whispered and Peter nodded when he stood by her side. "So is this another one of those vision quest things?"

Peter was confused and also kind of agitated, he wanted answers. "We'll find out in a few moments."

Peter walked down the hallway, and Jessica followed him. It was one of those scenarios where they almost expected something to happen, although they really weren't sure what was going to happen.

That being said, Peter leaned in and clicked the door open him.

What he saw on the other end of the door surprised him, it was an extremely lavish bedroom, with a lush and comfortable looking bed surrounded by scented candles. The candles offered the only light in the room and it presented an exotic atmosphere.

Jessica frowned and she looked towards Peter, who looked about as baffled as she did because of this situation. He opened his mouth suddenly and closed it again. He did it a couple of times and settled himself for a moment.

He wondered what this was all about but he figured that he would find out sooner rather than later.

"Madame Webb?" Spider-Man asked.

"Come closer," her voice whispered.

Peter stopped and saw her decked out on the bed. Her red hair fell down about her face, and a silk sheet wrapped around her. She looked at them with a surprisingly sultry look on her face.

"Of all the things that I foresaw, I would be lying if I didn't foresee this, but your escapades a week ago affected me greatly," Julia whispered and her heart hammered a few beats across her chest when she stirred underneath the silk sheets.

She made a vow to maintain neutral relationship, never to take too personal of an interest in any of the spiders, but there was something about this dimension's version of Peter Parker that caused her hesitate about that.

Granted, all of them had their qualities that made it hard to look the other way. Especially when fate threw down some entirely bad cards on them, some of them dying before they could even become an adult.

Julia hoped that this was not the fate for this one, much like the others.

"So, the big bad Madame Webb is not above it, is she?" Jessica asked and she felt approval dance through her eyes.

"No, I'm not beneath it, although I want to be beneath you," Julia said and she shook her head. "I don't understand, I shouldn't…"

"But you can, because that proves that you're still a human, and still a woman, and that you have needs," Peter said and he pressed his bare hand against her cheeks. "And wants, and desires, and…"

"No, my responsibility was to give you guidance where I could," Julia said and a stirring of guilty passed over her stomach. "Guidance that I have failed at…..because my visions have been clouded. I can no longer see anything except….."

Julia rose up to her feet, the silk sheets still wrapped around her.

"Madame Webb…..listen….."

"Julia is my name, Julia Carpenter, although I seem to have lost all sense with that name more than I wanted to," Julia said and they were nearly nose to nose, about ready to touch, perilously close to kissing.

She pulled away, still unsure of what she wanted. She looked at him.

"I don't want to see any more death, but I see it, before it happens, and I can't prevent it," Julia said. "I can only see…"

"The future's not set in stone, only affected by the actions of the present."

"I know, but it doesn't help that chilling feeling when something you see actually happens and there's no way to prevent it," Julia said and she tipped her glasses off. "I can't see anything in the real world…..blindness is a hazard of that, and an unfortunate side effect…..but what is ahead, I can see…..and….my mind was linked into yours. But I see things change…..you've had a calming influence on a force that is extremely primal…..that has destroyed every vessel that it has ever possessed throughout a multitude of worlds."

"What are you talking about?" Jessica asked, her curiosity.

These visions after all of these months caused her want to get straight answers.

"We want to speak to Julia, not Madame Webb," Peter said firmly and Julia nodded in response, an apologetic flash of a smile appearing over her face.

"Forgive me, I forget where one begins and the other ends sometimes," Julia whispered and she shook her head. "But, Jean Grey, she has power beyond anything that is of imagining, but your love has tempered her slightly. And Wanda…she has similar power….and should anything happen to you, I shudder to think what might not happen to them. The tragedy might break both of these girls if something happens."

"You know, they're strong enough to handle anything, even when I'm gone," Peter said and he frowned.

"I know, I know they are, and I hope that you're right," Julia replied. "I hope that your faith holds them strong, even after the moment that you're…"

"I'm not dead, and I hope that you're not rushing me into the ground."

"No, I'm not," Julia said to him and her grip slackened over the silk sheets.

"It's obvious that you brought us here for a reason and for a purpose, and it wasn't to talk about the fact that I may or may not die."

Julia nodded, and Jessica reached forward to grip her gently by the shoulders.

"There's nothing to be ashamed about, I'm sure," Jessica said, as she firmly tugged the sheets away from Julia.

Julia's tight fit body was exposed to her. Her breasts stood high and firm to them, with pointed nipples. Her stomach was toned, and she had shapely wide hips, and long juicy legs.

"It took me forever to get back into shape after my daughter was born," Julia whispered and Peter smiled.

"It shows, the hard work, unless…"

"I believe to take a form that matches up to the one that I have in the real world," Julia said and she closed her eyes and edged closer to Peter. The redhead inched her way closer towards her. "You never know what you truly want, until you look deep into yourself, and I've found something."

"It doesn't hurt to feel."

Julia wrapped her arms around Peter and pulled him into an embrace.

"I feel like an old pervert, taking advantage of someone so young and not that much older than my daughter," Julia said, but that was just something that enhanced the appeal. Taboos were fun, especially when you knew they were wrong.

It added an entire layer of excitement to the proceedings.

"I don't think that at all, trust me," Peter whispered in her ear and Julia smiled.

"Thank you," Julia said with a smile. "And you are nearly eighteen…"

"Next week…"

"Close enough," Julia said and Jessica giggled.

Peter took Julia into a sweeping kiss that took her breath away. The redhead seer closed her eyes, and felt his hands roam all over her body. His touches were far more amazing live in the flesh then they were in any vision.

Jessica hugged Peter from behind. She stripped naked and pressed her bare and soft breasts on the back of his neck. She slowly kissed the back of his neck.

Peter Parker was the filling in a Spider Woman sandwich and he was perfectly okay with this turn of events. There was no question about it.

Jessica ran her hands all the way down Peter's back and slowly began to feel him up from behind. She got down and removed his pants. She made it a slow process to savor the moment.

Julia and Peter locked into her their intense struggle with each other. Their tongues battled for sheer dominance with each other. One tried to overpower the other.

Jessica yanked Peter's pants completely down, and her hot mouth went between his legs and slowly licked his balls.

Peter felt Jessica's talented tongue against him and his cock hardened. He remembered who he was kissing and resolved to give her a good time at all costs. His hands trailed over her hot body and his tongue pushed deep into her mouth. The battle for domination increased with both of them.

"Peter, please," Julia whispered and Peter backed her against the wall.

"By all means," Jessica said and she threw herself on the bed and rummaged through the door. There were a few interesting toys there for her to play with later if she needed to occupy her time.

"You thought that you could get into my mind, without any consequences, didn't you?" Peter asked.

Julia shook her head. "I knew the risks, but I did it anyway…"

The sexy MILF writhing underneath his firm grip caused Peter's manhood to twitch that much more. He lined his tool up against her dripping, gushing slit.

"Please, I need you inside me, I can't handle it."

Peter smiled, he knew that she couldn't handle it.

He lined himself up and teased her dripping pussy lips. He pushed himself into her, and felt her warm center sheathed.

She was surprisingly tight, despite the fact that she had a kid. Whether or not this was a trick of the plane that they were on or she snapped herself back into shape, Peter didn't know. The only thing that really mattered was that his cock was planted inside her pussy and he fucked the daylights out of her.

Julia hung onto his neck and arched herself back. Her hot pussy caressed him and she rubbed him with his manhood pounding into her.

"Oh yes, yes," Julia whispered and she ran her finger down his bicep.

Jessica took a vibrator and set it in the highest setting. She ran it down her body, and collected juices when she got closer to her pussy. Then with one solid push, she stuffed herself full of the object.

"YES, OH YES!" Jessica moaned, the vibrator implanted inside her body. That felt completely good to feel that inside her body. No two ways about it.

Not as good as Peter's cock, but she'd take what she could get. The vibrator rammed deep into her body and it pumped deeper and deeper into her body.

"YES!" she shrieked when she watched Peter.

Julia closed her eyes and savored the moment. She tried not to focus on what would happen next. Rather she focused on the present and the real hard pounding Peter gave her when he pinned her up back against the wall.

She savored it, savored every single last moment, and Peter battered against the wall. She enjoyed this, and she enjoyed his hands sticking to her nipples. His spider powers were useful for more things than clinging to walls, that was a fact she reminded herself of constantly.

"PETER, PLEASE!" Julia whispered, and she grinded her pussy up against her.

"I think we should take this to bed, so Jess gets a better show," Peter whispered in her ear and Julia wasn't about to argue with this point.

Peter marched her over to the bed, scooping her into his arms bridal style. When he walked over towards the bed, and threw her down onto it.

Julia's dripping pussy ached for his manhood and Peter's finger pushed deep into her dripping hot pussy, and he stuck to her insides.

"Oh god," Julia said and Jess sat up. She wrapped her hands around Julia's face and pulled her into a searing kiss.

Julia felt that kiss get her hot and bothered, but Jess was not done.

"You know what to do, honey, I'm sure you've see this coming," Jessica said and she smiled. "Have you been using your powers to perv on us? You know every little kink that we have. Why don't you use that dirty little tongue for good and clean my pussy out? You know that you want it."

"Yes, I want it, I need it," Julia panted and she closed her eyes. This caused her to pretty much lose her mind when she placed her mouth over Jessica's dripping hot womanhood and she pushed her tongue into it.

These actions bombarded Jessica with pleasure, and she didn't care how it came about. All that she cared about was it happened.

As much as Peter wanted to watch this white hot action, there was a pussy that was being neglected and it didn't seem like the gentlemanly thing to do to keep neglecting it when it hungered for him. He brushed himself against her and teased her again.

Julia anticipated his cock entering her at any moment, but knowing that it was coming didn't really ease up on the fact that her excitement exploded through her body.

Loins tensed up and manhood brushed against her dripping hot cunt. He pushed deep into her body, and stretched her out. That gave her pleasure beyond all belief and that was something that one could take to the bank.

Julia closed her eyes tightly, and Peter's throbbing manhood pumped into her. His hands also roamed down her body.

Peter eagerly pumped himself into Julia's dripping hot hole. He felt her heat up even more around him.

"Have you been holding yourself back so long, or do you crave sex?" Peter asked.

"She's just a nympho," Jessica offered bluntly and her eyes flashed greedily when Peter pounded the woman's gushing cunt in front of her. "Take that pussy and batter her like you own her, Pete, you know that you want to!"

Julia didn't argue with that point, and she felt Peter's hands roam over her hips. His hands roamed everywhere.

The redhead closed her eyes, and his love making bombarded her with past, present, and future sensations. That was why she never could really have sex with these powers, but she didn't care. The temptation was too great.

She grew hopelessly addicted to him the more that he worked into her. And the taste of the other spider was divine.

"I think that you're going to make me cum if you keep doing that," Peter whispered her.

"I know it, and you know it, keep pounding me, and don't you dare let up," Julia commanded and she used her inner thigh muscles.

"You got to respect a woman who knows what she wants," Jessica managed but then she shook her head. "Ugh, far too coherent, deeper."

Jessica found that she bit off far more than she could chew because Julia's tongue did bury itself deeper into her smoldering hot twat. Almost to the point where she thought that she'd explode with the pleasure of her loins coursing through her body.

"I think that she wants all of that, doesn't she?" Peter asked.

Jessica nodded, she wanted to take Peter as well, but that would have to wait until later.

Julia's white hot walls threatened to coax all of Peter's fluids from him. He didn't slow down, mostly because he wanted to savor this pussy.

"Yes, yes, yes," Julia panted, and Jessica forced her face back into her pussy.

Jessica screamed when Julia hit all of her pleasure spots and sucked down her choices with extreme fury and gusto.

"Looks like someone bit off a bit more than she could chew," Peter whispered and Julia's white hot walls threatened to close in on him.

"Yes, oh god, oh yes, oh god," Julia moaned and Peter picked up the pace, ramming himself deep into her body.

Julia knew that he was coming soon, but she could see him trying to stave it off.

"Let it go Peter, I know you have plenty more in the tank."

The first spurt of cum was purely magical. Julia gripped his tool and made sure that she pumped his manhood into her body.

Peter grunted, the sweet sensation of release imminent when his balls burst and shot their load into her sweet little twat.

Julia collapsed, right on Jessica pussy. The female spider's juices ran down her face and the male spider's leaked from her pussy.

* * *

 

Nick Fury walked down the hallowed hallways of a prison, where he came face to face with Doctor Otto Octavius. The two of them locked eyes face to face with each other.

"Fury," Otto whispered in a low voice. "I take it you didn't come here to find out what I thought about the accommodations, which I find to be an absolute disappointment, along with an abject disgrace."

"Sorry, I don't follow your high standards," Fury told him and Otto raised his eyebrow in response.

"You know, I find SHIELD to be an extremely curious organization," Otto whispered and his voice sounded a little raw, mostly because it was. "You say that you're protecting people, but are you really any different from the monsters you slay? You have satellites that watch the entire free world, and many parts of the world that aren't really free as well."

"I'm not going to have this discussion with a psychopath…."

"Oh, that's where you're wrong, you see, I know that you have an Achilles heel, Fury," Otto said. "You have a quest for knowledge. You're no different than the monsters that you slay, you want to take the technology you find and use it for your advantage. But this time, it has back fired on you."

"What are you talking about?" Fury asked.

"My robotic limbs, you parted me with them, you see, that's what I expected, I knew that SHIELD would pick me up after I allowed Spider-Man to defeat me," Otto said with a smile on his face. "I knew that you were bound to try and power those limbs so you can see if you get them working. Therefore, I've managed to install a nasty little surprise for you in them, and it's infecting your system now. Even with this cell, I still maintain a telepathic link with my arms, and now you hooked them into SHIELD's computers to try and figure out how they work."

Fury spun around and tried to depart, but the doors shut behind him.

"Too late, Fury," Otto said and Fury pounded on the doors. "I'm in control, and like a Master Planner, I have won at the game of chess that you think that you're so proficient at."

Fury tried every overriding code that he knew, but they all jammed.

"And now, I'm in control," Otto whispered and the cells opened up one at a time. Inside were some dangerous criminals, some of them with a mad-on with Fury. "It seems like you'll have your hands full, while I take control of SHIELD and bring the world down."

Fury tried to radio for backup, but his communication systems were down. Several dangerous criminals exited their cells.

"Play well, boys."

**To Be Continued on October 15** **th** **2014.**

* * *

 

**And Otto's plan continues to unfold.**

**Mysterio posing as Spider-Man so he can have the Kingpin put a bounty on Spider-Man that he could collect might be an ingenius plan if not for a flaw.**


	24. Chapter 24

**Chapter 24: The Gauntlet Part One.**

* * *

 

Snowflakes dropped to the ground in a cold flurry. It looked like a winter wonderland outside in New York. It was so beautiful and resembled a Christmas card. Some idealistic notion of what winter looked like in fact. It was beautiful and looked kind of eerie.

That wouldn't last; everyone in the city knew better. Living on the East Coast had many occupational hazards, one of them being that you could have a truckload of snow dumped on you at the worst possible time. The wind blowing bit the bone of anyone who dared come close enough to it.

Mary Jane Watson shivered. "You know, this day started almost nice."

Liz Allan, who walked next to her, shook her head.

"Mary Jane, you've lived in New York for a long time," Liz said, folding her arms over her chest. The wind bit at her arms. "You know that something like this could happen."

"I know," she said, frowning. She rubbed her hands together. "But I don't like it."

She reached into her coat pocket and fished out a pair of gloves. The problem was that the day started so nice. It was sunny and bright, almost a perfect day. She decided to walk to school instead of drive. This was a decision she regretted immensely by the time that she actually got to school.

"Let's just make it to Gwen's and we can crash the night," Liz tentatively suggested.

Mary Jane nodded, this was actually the plan. Her father slinked back into town just the other night, and she had been avoiding him. He recently was released from jail after the crime he committed. His crimes amounted to nothing but some petty forgery, and attempt to embezzle the company that he worked for.

He was also a real piece of work in other respects. MJ shuddered when she thought about her father.

Liz tightened her jacket around her. It was not for winter ware to be honest. She raised her hand and knocked on the door.

Gwen opened up the door a moment later. She saw the two girls and greeted them with a warm smile that contrasted to the cold and bitter December day. "Liz, MJ, come inside, make yourself at home."

Mary Jane gladly did. She kicked off her shoes, they were so wet, and she followed by taking off her socks.

"Looks like you got here just in time," Gwen added. She shuffled about for a minute and brought the two girls cups of hot chocolate.

Liz took the hot chocolate. It warmed up her hands just by touching the cup and it would warm up the rest of her when she started drinking it. She tipped it to her lips and gulped it down in one fell gulp.

"Yeah," Liz agreed, feeling better now.

"And the two of you might need to stay the night, the snow storms really coming down," Gwen said. "But we won't be alone tonight."

Peter turned up at this moment and both girls could not be happier by the fact that he was here.

Liz smiled, she guessed even people like Peter was snowbound at times.

"Both you girls are okay, aren't you?" Peter asked them.

Mary Jane nodded and sipped on her hot chocolate. She thought about the last year or more that was. It was a weird time to reminisce, but they were getting close to the end of the year. Therefore it was only appropriate that she did. She thought how her life turned around for the better with Peter and Gwen as well.

"Other than this snow storm, everything is just good with us," Liz said brightly, and she put the hot chocolate cup and bounced up next to Peter. "Especially since you're here now, to protect us from the big bad storm and keep us warm."

She nuzzled up against Peter, and he smiled, when he put his arm around her.

"So, how are things with you?" Mary Jane asked.

"Quiet," Peter replied cryptically and that was the honest truth.

He had fought a few petty criminals over the past couple of weeks. Nothing more than your average person who knocked off a convenience store or a bank or something along those lines. He almost was disappointed.

For the simple fact that Peter sensed something big was happening and he didn't quite figure out what that was.

' _I don't know, when the criminals are this quiet, should I be concerned?'_

Gwen walked over to her laptop on the desk and checked it. Humming, she read the latest weather report.

"The storm looks to be getting worse, most major parts of the city look to be shut down," Gwen reported to them. She scrolled further down. "People are recommended to stay inside, most major businesses and schools will be shutting down."

Mary Jane's eyes drifted upwards and she saw the big flakes coming down. They weren't this big when she came inside, that was for sure. Her hand clutched over the hot chocolate cup and she drank it.

"That's nice," she commented, with a shudder.

Peter parked himself down on the couch against her. Mary Jane felt herself feel a little bit better and his arm wrapped around her. He pulled her in tightly to him. She relaxed lazily against his shoulder and leaned her head down upon him. This was a nice position to be in, she didn't want to leave it any time soon.

"Look on the bright side, MJ, at least we're all in here, and not out there."

Mary Jane smiled, and thought that was the silver lining to any cloud.

"Yes, and you're trapped in her, with all of us, all alone," Liz said, a suggestive grin flickering over her face. "What are you going to do now, Pete?"

Liz placed her hands on Peter's thighs when she suggestively dropped to her knees.

Gwen looked at the Hispanic cheerleader and smiled. "I think that he knows what you want to do, Liz."

"Well, it is the best way to share body heat," Liz suggested with a shrug.

Peter didn't dispute that; no one would have disputed that. The night was cold, but things were about to heat up right now.

Liz undid his pants and she smiled when she fished him out. She rubbed him up and down and leaned down towards him.

Peter groaned when Liz licked his manhood but suddenly that was not the only sensation his mind was bombarded with. Mary Jane's hot lips pressed against his. He felt the taste of hot chocolate on her lips and it tasted as divine as the rest of her.

His hands roamed down her body and she moaned into his mouth.

Liz licked all the way down his cock and got it nice and lubricated. She slid him into her mouth and swallowed him. She loved sucking this cock. The hot Latina could not get enough of it, she bobbed and weaved.

Mary Jane pressed onto Peter, her ass exposed quite nicely. That was not a fact that Gwen ignored, she raised her hand and slapped Mary Jane on her tight rear. The sound of flesh smacking against flesh resounded.

Gwen continued to move in for the kill and then she pulled Mary Jane off of Peter, so she could spin the redhead around.

"You need to get warmed up nicely," Gwen whispered and she placed her hands on Mary Jane's breasts on her shirt.

She applied a little heat to them, not enough to burn her shirt off. That being said, she was determined to give the redhead some pleasure. So she removed her shirt and then pulled down her pants.

Mary Jane laid there in nothing but a lacy pair of bra and panties. The couch was a tight fit for all four of them.

That was something that Peter noticed right away. He didn't really watch to detach Liz from between his thighs. Especially considering that her mouth hotly wrapped around his tool, but he had no choice. No matter how much she begged, pleaded, or anything else, Peter would not be denied.

He pulled away from Liz and she pouted, but Peter picked her up into his strong arms.

"Oh, Peter, you're so strong," Liz said and suddenly she felt herself pushed onto the coffee table in front of the couch.

It was clean and she felt her pants pulled off. She sat up and helped Peter remove her shirt. She wore a lacy pair of white bra and panties that contrasted fairly nicely with her skin tone.

"Violate that tight pussy Peter," Gwen encouraged him and she sat on Mary Jane's face, exposing her hot wet hot pussy to the redhead.

Mary Jane asserted herself on the situation and pushed her tongue deep between Gwen's thighs. Gwen returned the favor. Both girls felt sparks of lust in their bodies when they indulged themselves in this hot and heated sixty-nine position.

Liz closed her eyes and Peter's mouth pressed against her right breast. He switched from her right breast to her left one and began to kiss all the way down on her tantalizing tit. His kisses slathered her body.

"Please, Petey, I need you in me."

Peter looked down at her tight shaven pussy and this was an invitation that he honestly couldn't pass up on. He lined his throbbing manhood up against her tight hole, and closed his eyes when he pushed himself into her body.

"Oh god," Liz whimpered when he pushed into her.

She felt so good when he went into her and he buried his mouth into her shoulders. The brunette wasn't sure what he did, only that it was amazing. And she begged for more of it. Her juices expounded at an increased rate.

Mary Jane shivered underneath Gwen's expert pussy eating. The blonde sucked the redhead's juices and in response to this tribute, MJ fired back.

Gwen was pleased with Mary Jane's oral efforts, her tongue assaulted her with increased frequency. She licked the juices off of her legs.

Liz tightened her legs around Peter and did a daring move. She flipped him over and landed on top of him. She slid herself up and down onto him.

"Oh yes, more, more," Liz whimpered, when Peter reached forward and grabbed her by the breasts.

He stuck to her ample tits and she squealed when she bounced even more. Her pussy oozed with desire when she kept bouncing up and down onto him. Her intense actions served to bring him closer to the edge.

"I've been saving this one for you," Peter grunted and Liz's tight pussy clamped around his tool and she smiled lustfully.

"Yes, I know, you have, cum for me baby."

Peter grunted and he did just that. He fired a rocket load of cum deep into her dripping cunt. Her walls closed around him and she pushed herself up and down on him. She milked every single last drop of cum that he had into her cunt.

The feisty brunette collapsed down onto him and nearly rolled off of him. He managed to hold her.

Both Gwen and Mary Jane collapsed in a sweaty heap, their actions having driven the other completely wild in the process.

Gwen beckoned Peter over and suddenly, he could see that Mary Jane was tied up, her legs spread, ready for the actions. The blonde didn't gag the redhead though because she wanted to hear her screams of pleasure.

He spotted because of how wet the redhead was that she got off on this and the arousal of the redhead caused his cock to ache again. There was only one thing that was left to do and Peter walked over towards his lover.

Mary Jane's pussy hugged him when he pushed deep inside her body. The redhead vixen felt the burst of pleasure that came with such a hunk of manhood going deep into her body.

"Yes," Mary Jane whimpered, she felt something beyond all belief when he pushed into her.

She felt his throbbing cock hammer into her from behind and that was an amazing feeling. The power of lust filled her body. Her superheated loins closed around him and that knocked her breath from her body.

"So good, so really good," she begged him.

Mary Jane wasn't the only one who felt good, far from it. Gwen dove between Liz's legs and sucked the combination of cum from her pussy.

Liz's mind blanked with increasing pleasure. One thing became increasingly pleasurable to her and that was Gwen knew how to push her buttons. Every single one of her buttons, her tongue writhed into her.

Gwen smiled, the sweet nectar of this hot girl's pussy caused her to grow faint. Her pussy ached and she prepared herself.

When Peter finished ravishing Mary Jane over there, Gwen was certain that he could take care of her. Until that point, Gwen settled for her own finger. Not nearly as satisfying, but it was something that could be done in a pinch, at least that's what she thought.

"Oh fuck," Mary Jane groaned when she felt his massive tool spike into her from behind.

Peter placed his lips on the back of her neck and sucked on her earlobe. The fact this hot redhead worked him over like this caused him to throb with desire and delight.

"Yes, that's good," Peter grunted.

Her wet pussy closed around his tool and Peter slammed himself into her. He was about ready to erupt a load into her.

He knew that he had to save some for Gwen, because that would have not been right if he didn't. That being said, his hands squeezed her breasts and he pumped into her a little bit more. He gained a steady amount of momentum.

Then when his balls tightened, he unleashed his cum into her.

Mary Jane had a miniature orgasm with each spurt that went into her. Their juices coated the couch and the redhead closed her eyes. She felt so good, so complete, when she had Peter's seed go into her body.

"That feels good, just like that," Mary Jane whimpered and she shuddered with the ultimate amount of pleasure.

Peter left Mary Jane to come down in her bliss. The redhead collapsed on the couch looked extremely fit and intense.

His eyes turned to the extremely exotic sight of Gwen eating Liz out. His Alpha made the cheerleader that everyone once thought was an Alpha do some cheers of her own. Unfortunate that it was in a strangled tongue that no one was able to figure out.

Peter's throbbing hard manhood lined up with her hot and molten pussy. His hands placed on either side of her thighs and he prepared to penetrate Gwen.

Gwen saw it coming and it was almost like her pussy sucked him in.

So hot, so tight, it caressed him like a velvet hot vice. It was simply the best, and Peter couldn't have enough of this tight sheath caressing him.

Gwen felt Peter's hands on her and her body heated up. She made her pussy tighter, a nice benefit thanks to her powers.

Peter groaned and he roamed his hands all over Gwen's body. Every nook and cranny was up for exploration.

Despite emptying a load inside the bodies of both Mary Jane and Liz, his balls ached just as much as ever. He felt like he got denied an intense release, he could feel it.

Gwen closed her eyes; she wanted to make Peter's next climax the greatest cum ever. She wondered what their limits were, if there were any limits.

There never was that much time in the day to test those limits. That was something that they would have to do eventually.

The dance continued for some time, and Gwen's heated center squeezed Peter's engorged tool. He placed his hands on her breasts and slowly pumped into her.

For the third time, Peter Parker came, and both lovers felt the sweet sense of release when he coated her insides.

Gwen shuddered to a stop, but she felt Peter still half hard inside her. He had something left and she was determined to bring it out.

Peter groaned when her white hot pussy enveloped him. The dance continued one more time with increasing intensity.

* * *

 

Kara Danvers dressed in a heavy dark coat, a heavier shirt, long pants, gloves, and boots, along with a scarf and knit cap. She perched high above the city and sat down on the edge of the Jumbotron for Daily Bugle Communications that normally had the picture of J. Jonah Jameson playing twenty four hours.

Talk about your incentive not to go downtown.

Unfortunately, or fortunately depending on your perspective, snow caked the Jumbotron image. She smiled. It was a good look for Jameson to be honest. The blonde's legs crossed together and she sipped a cup of hot chocolate.

The city was pretty quiet, unless you could count the periodic cursing from angry New Yorkers when the snow plow plowed in their driveways after they finished shoveling it out. That being said, it was almost like the criminals took a vacation.

"No school tomorrow, no problem," Kara said, and she checked the tablet that she had for the latest news.

The blonde leaned herself back against the cold steel. It didn't really bother her. The fact that bothered her the most, she was bored out of her skull. Which was not a good place to be for a high strung girl with super powers, and everything in the city shut down.

She dropped down to the ground and left an implant in the snow.

' _Might as well look for stranded motorists and help them out,'_ Kara swiftly thought.

She stared through the snow, but didn't find anything. People might have actually grew some brain cells and didn't go to work in this.

The snow came down hard and blew. The snow was bad, the wind was completely worse.

Kara stopped and stared, she heard something with her enhanced hearing. A cackle could be heard first. Then a low and silky voice came out.

"You know, this snow has brought New York down to its knees, but soon, all of New York will be brought down to its knees."

Kara folded her arms and stared up. She tried to find the source but really, was now the time or the place for some super villain plot?

"I have taken control of the biggest super spy agency on Earth and soon the rest of the world will follow in its stead," the voice added in sadistic glee.

Kara could hear this voice on all frequencies and she lifted up the tablet device in her hand. She tapped on it and tried to find the exact frequency.

"SHIELD," she muttered grimly.

That couldn't be good, mostly because of the vast resources the super spy agency commanded. The blond kept tapping away at her tablet and tried to break in.

Someone hacked into SHIELD and they took total control of the satellites. That much Kara could figure out with her initial work and it didn't really make any sense. Nick Fury normally was on the ball about things like that. An enemy would have to get up pretty early to get the drop on Fury. He didn't sleep, he merely waited, or that was just what Carol told her.

No one could infiltrate SHIELD, it just wasn't done. Unless, that person was on board the ship in the first place.

"There is one person that I want above all," the man said in a silky voice. "That man is Spider-Man. And once I hack SHIELD's database, I'll know who he is and I'll punish him by taking away all that he cares for the most."

' _Really, all that information and power, and you waste it over petty revenge,'_ Kara thought hotly.

She wasn't about to give the super villains any advice about what to do. The blonde dynamo shifted her head up and searched around. She couldn't hack around this guy's hacking.

She knew someone who might be able to do so, if she could get there in time.

The blonde stopped and stared at something that shot into the city. She recognized them as miniature little drones. They were hard to see with the naked eye. With her enhanced vision she spotted them with picture perfect clarity. SHIELD normally used them to spy on their enemies to gather intelligence about their plans.

Likely spied on civilians as well, but that was the government for you. Even the top secret government agencies had those moments where they did things for the greater good. When they decided to take a closer look at the activities of innocent people, warranted as they might have been over time.

These little drones on the other hand, they had a far more malicious purpose in mind. They were not hunting villains, they were hunting heroes, namely one web slinging hero.

"Spider-Man, if you're out there, listening, and I know you are, heed my warning. There is nowhere in the city that you can hide. You should know this by now. Not even Nick Fury could help you, because he's getting reacquainted with some old friends."

Kara didn't shed any tears for Fury, but she had a serious problem about this man going after a friend of hers and her future lover. She saw the drones hover around and the only one who could see them at that. The superheroine crossed her arms and knew what to do.

The drones froze over after she pursed her lips together. They all crashed to the ground.

' _You know, I'm disappointed, they don't build spy drones like they used to,'_ Kara said.

She spoke too soon, there were another barrage of them, and this time they fired at her. The lasers bounced off of her body. All they did was rip up the heavy coat that she was wearing. She really did like that coat, so she would make these little annoyances pay something fierce for what they did.

The blonde lifted her hands and clapped them together. The sonic vibrations knocked the drones down and out. She watched them all drop to the ground and smiled, her work was done.

The work of a heroine was never done though and she shot off to warn them of what was coming.

* * *

 

There were many times during his life where Peter Parker questioned his sanity. He could have been inside in a nice warm house, with nice hot girls, in front of a nice roaring fire. He could be drinking hot chocolate. That was an ideal situation that any young man would have taken in a heartbeat.

The only problem was that he was doing none of these things. He suited up as Spider-Man. Thankfully, the new Spider Thermal costume was ready. So he wouldn't be freezing his spider bits off when he was out in the cold. Unfortunately, the snow, the ice, and everything made it very difficult to maneuver around.

' _Remember what you learned, master your surroundings, turn it against them,'_ Peter thought and he shook his head. He could hear the rush of a snow plow truck force its way down the New York city streets and that was about it. _'The things that I do for great power, and great resp…..'_

Spider sense went off and Spider-Man detached himself from a line of webbing. He dropped down to the ground and landed in the snow.

Above him, he spied an ugly old man who circled him in the air. His nose looked beaked like his namesake. He wore a black and red costume, with pointed wings. Said wings armed and fired razor sharp points at him.

"Hey, Adrian Toomes….the Vulture," Spider-Man said and he recognized the man right away.

"Stand still you little brat," Toomes growled and he dove bomb at Spider-Man.

The web slinger ducked the attack and webbed onto his wings. Unfortunately, Toomes took him halfway across the city.

"Hey, old timer, shouldn't you be back at the home by now, for pudding and Matlock?" Spider-Man asked him and Toomes flew halfway across the city.

"I'll show you, you'll respect me yet!"

Spider-Man swung off of him and Vulture crashed through a set of windows. Say what you want about the man, but he seemed to be extremely durable for an old man.

"Did you walk through schools fifteen miles in the snow?"

Vulture gave an angry howl and once again he dove at Spider-Man. Once again, Spider-Man used his quickness and agility to back off out of his way. He raised his hand and fired in an attempt to clip the Vulture's wings.

Down went the Vulture into the snow, where he crashed with a solid thud.

Spider-Man collapsed near a sandbox, which caused his spider sense to go off once again.

For good reason, a large sand hand lifted out of the sand box and grabbed Spider-Man around the throat and squeezed the life out of him.

"Oh man, I know you're going to get attached to me, but this is absurd."

Spider-Man smashed his hands and jumped back. He landed on slippery slide where he barely was able to keep himself on his feet.

"Okay, did he let all of the supervillains out of their cages?" Spider-Man asked and he looked up to see a large sand hammer come down onto the slide.

He barely avoided being smashed to bits. The web slinger felt his heart drum against his rib cage. He wasn't about ready to go down without a fight and he aimed his webbing.

His webbing mixed with the snow and the ice proved to be a pretty potent combination in keeping his enemy in place. Exactly how that was, he didn't know. All that he knew was that he was kept in place.

Sandman struggled against the grip and he cursed.

"You got lucky, Spider-Man, lucky!" Sandman grumbled slowly.

These grumbles faded in a matter of moments. Mostly because Sandman's skin hardened and he couldn't even move, so he turned into the world's ugliest pigeon attraction. If he didn't try to strangle him, Spider-Man would have felt a bit sorry for him.

His spider sense just wouldn't leave him alone today, and the web slinger turned around and saw a pair of cat like eyes in the distance.

"So the hunt begins, but not for long, Spider-Man," a low voice whispered.

"Hey, Kraven, long time no see," Spider-Man said.

The man pounced at Spider-Man and knocked him down. He resembled the beasts that he tracked more than the hunter himself.

"I have the strength of the entire jungle at my disposal now," Kraven said with a wicked grin. The lion looking man pinned him down onto the ground.

Spider-Man struggled against the grip of Kraven. His strong pawns threatened to cut into his shoulders and Spider-Man tried to break free.

No matter how hard he tried, he really couldn't do it. The web slinger felt trapped underneath his grip.

"Yeah, and you've got all of the smells of the jungle as well," Spider-Man said, and he kicked Kraven off finally.

As quick as a cat, Kraven swiped his paw at Spider-Man. Spider-Man arched back and his claws sliced into a post.

"You know, at first I thought that this would be a curse," Kraven said with a wicked grin. "But it's just a gift!"

Spider-Man dodged the attack and jumped on Kraven's back. The hunter hurled him off with a surprising amount of strength. Spider-Man stuck on the slippery wall. Kraven dove at him. Unfortunately for him, he couldn't get the same grip that Spider-Man could.

He slid to the ground. "But, this is a blessing in disguise, you know."

"Yeah, I…"

Spider sense went off and he could see a pair of snipers up above aim at him.

"This wasn't part of the plan," Kraven said and Spider-Man kicked Kraven down and ran up the wall to engage the snipers.

' _The Kingpin's bounty,'_ Spider-Man thought with a grumble in his thoughts.

Just when things looked to be getting bad, they were worse. Spider-Man took them out and yanked the guns out of their hands. Without a word, he webbed them up. It was time to leave the wise cracks and the quips behind.

"Gwen, I might need some help….sorry to pull you out of the warmth and into the snow…"

"Not a problem, I'm on my way, although someone might get there first," Gwen responded.

Before Peter could even begin to ask about that, a burst of electricity caught him off guard. His spider sense hummed nonstop since he was there, so he couldn't figure out what were the threats, and what the false alarms were.

Electro showed up and he looked to be the latest person to throw his name into the Revenge on Spider-Man party that took place in New York.

* * *

 

"He's in trouble," Kara said and she was afraid that something like this would have happened.

Gwen suited up anxiously, a million thoughts going through her mind. All of them not good but she settled for the one that was the most anxious.

"Yeah, trouble doesn't even begin to cover it," Gwen said and she placed on her new armor. She borrowed the plans from OsCorp and equipped them for her own use. "The fact of the matter is that SHIELD has information about Peter on file and if Octavius finds it, they'll know he's Spider-Man and a lot of people are going to be put in danger."

Kara was alert at the sound of this. "Do you think that he would have found the information…"

"Nick Fury, knowing Nick Fury, has the data of every single super hero on the planet on file," Gwen said.

"Do I detect a note of disgust?"

Gwen didn't miss a beat when she curtly responded. "Yes."

Kara shuddered, she rarely felt a chill. This time she could feel it.

"Go on ahead, I'll meet you in five minutes, and I'll see if I can get in touch with any other help on the way," Gwen said.

Kara nodded, jaw set in determination. She returned outside and Flamebird was ready to fly.

The city went completely nuts. The only saving grace was that the civilians were inside, many of them not even knowing that the world fell apart around them.

That left it perfect breeding ground from the criminals. She cracked her knuckles and jumped up high into the sky.

Flamebird didn't need any spider sense to see the young man flying through the sky next to her. She dove underneath him to prepared to catch him.

Spider-Man thought that this was a pretty bad way to travel all things considered. He closed his eyes and prepared to hit bottom.

Only he saw someone swoop in and grab him. She flew him down to the ground, mostly even ground. Only not really because of all of the snow and ice made it extremely difficult to call it even ground. That being said, it felt extremely good to be back on even ground.

"Oh, land, and it feels so good," Spider-Man said and Flamebird allowed him to slide down onto the ground.

"I'd ask you if you're doing well, but I know better," Flamebird said.

The rumbling of the Rhino through the snow showed that things were not about to improve any time soon.

"So, is this your greatest hits of super villains or something?" Flamebird asked Spider-Man.

He prepared for the Rhino to attack. "Yeah, something like that."

Spider-Man dodged the attack and allowed Flamebird to swoop in. She delivered a hammer like blow to his face and knocked him to the ground. One punch floored the Rhino. His face was the only part of his body that was not armored.

Spider-Man's eyebrows furrowed, impressed beyond all belief. "Not bad."

"Thanks, aim to please," Flamebird said and she could see it above her head. "But don't thank me just that."

The two heroes looked up and saw the SHIELD Hellicarrier hovering in the city over them. The weapon systems were armed.

' _And Octavius has a new toy, well that's just wonderful,'_ Peter thought and the breath was taken out of his body.

A large rumble could be heard in the city, and the blonde looked over her shoulder. Her hand raised, and a large imposing figure dressed all in brown with a helmet approached them.

"Is that who I think it is?" Flamebird whispered.

"Yeah, I think it might be," Spider-Man said, he saw SHIELD's weapon systems armed at him and also one of the most unstoppable forces on Earth let out to play.

"Get out of my way!" he growled in the most badass way possible. "Do you know who I am…..I'M THE JUGGERNAUT BITCH!"

"Oh boy," Spider-Man said and the large criminal charged him.

The web slinger tried to unload a stinger into him, but it bounced off him.

"Yes, do you see it now Spider-Man?"

"I'll handle the Hellicarrier, you handle the big guy," Flamebird said and she flew up.

"Wait, aren't you the one who just punched out the Rhino?"

That being said, Spider-Man really had no choice because he didn't want something like this to go on a rampage throughout the city. Hitching in his breath and sighing, Spider-Man prepared to do battle with the Juggernaut.

"I don't fight bugs, I crush them."

"Yeah…well I don't like your tone."

Spider-Man tried to trip up the Juggernaut, but he found that to be an extremely hard thing to do. The man just wouldn't stop when Spider-Man attacked him. And he attacked him furiously with a series of rapid fire punches.

The web head slammed onto the ground and the Juggernaut stood over the top of his head. He curb stomped the web slinger in response.

"You know, you're not going to go down."

"Hey, back off, the spider's mine!" Kraven said and he showed up.

The Juggernaut laughed. "One side, Garfield, I saw him first…..I heard that some Kingpin guy wants to pay a lot of money. I could really clean up."

"I think that you're mistaken, I'm the one who will lead to Spider-Man's immediate demise," Mysterio said as he turned up and faced them all.

It was a crafty plan on his part. Pose as Spider-Man to cause the Kingpin to put a bounty on the web slinger. Then he would cash in on said bounty that the web slinger had on him. It was simple science really, something that you didn't have to be a genius.

"What are you going to do, monologue him to death?" Sandman asked, unfrozen and ready for revenge.

"Hey, he humiliated me the most amount of times, I should be the one that gets to beat him," Shocker said and they all turned their attention towards him. "That's right, I'm the man who gets to bring down Spider-Man!"

They all laughed at him and Spider-Man got up, trying to regroup. He spotted that the Calvary was here. Spider-Man and Goblin Queen turned up alongside each other. Back up was on the way and not a moment too soon. The web slinger hunched over and the breath barely escaped his body.

The large robotic tentacle of Doctor Octopus grabbed the battered Spider-Man from behind. He realized that it was not the man himself but rather several robots that resembled the doctor's technology himself.

"And now I have you, Spider-Man, or should we say, Peter Parker."

Spider-Man deflated, he knew that Octavius might have learned his identity once before, but his brain got fried because of the inhibitor chip. Now thanks to Nick Fury, he re-learned the identity.

"It's a shame, you're a genius nearly on par with me. But you had to waste that potential…..now the entire world will see you for the fraud that you are. You're not some great hero, but really you're nothing but…"

Spider Woman and Goblin Queen tried to fight their way through the criminals. They would never reach him in time. The Ock Bots hauled him onto the SHIELD transport vehicle.

The web slinger didn't know what a hopeless situation was until now. He became really clear of it moments later.

* * *

 

Carol Danvers finally made her way down from SWORD headquarters. Thankfully that didn't get compromised, which was about the only thing that went right today. The problem was the situation had gotten extremely ugly.

That put things extremely mildly really and she turned up with a frown crossing her face. She saw the situation escalate with increasingly urgency and she spotted the SHIELD hellicarrier hovering over New York City. Something that Nick Fury would not allow it to get this close and the weapons were armed.

She saw something else peculiar and that was Kara trying to break into the SHIELD hellicarrier with increasing frequency. Her younger sister slammed herself against the edge of it, over and over again. To the point where she almost broke her shoulder.

"Kara!"

Carol grabbed her by the arm and spun Kara around.

"Carol, you know it's Flamebird when I'm in costume," Kara hissed in her sister's ear.

Carol smiled in response. "And you know that it's Ms. Marvel when I'm in costume. I might be wearing the jacket, but it's still enough to count."

Sure enough Kara saw Carol dressed in a jacket when she hovered up next to her. Also a pair of long black pants stretched around her ample posterior. One thing was for certain, she was a sight that would stop most men and many women in their tracks.

"They've got him I think," Gwen whispered in the ear piece that she gave Gwen.

"They've got him, great, things have gotten worse," Kara said and she wanted to find a way inside.

The problem was this place was reinforced against supers. Fury didn't want anyone breaking in or out. This security was a good thing when they wanted to keep the prisoners in and safe and all, to prevent them from busting out. It sucked pretty badly when the prisoners were the good guys that you didn't want to keep in.

"Kara, Kara, what's wrong?" Carol asked her sister.

"Peter…..Spider-Man…"

"Too late then," Carol said and she frowned. She tried to override the SHIELD security system with the codes she had.

Nothing.

"Are those recent codes?" Kara asked her and Carol nodded.

"From the past twenty four hours," Carol said and she suddenly hit realization. "Oh…"

"Yes, I think that we have someone who can help, someone who wants to get in there worse than we do."

Time was running out, and Doctor Otto Octavius thanks to his master plan had the entire free world in the palm of his hands.

Thankfully even in the darkest hour there will still be heroes who wished to fight the good flight.

**To Be Continued On October 17** **th** **, 2014.**

* * *

 

**We've got insanity here to kick start this final arc of the Second "Season" (14-26).  
**

**Ock has found Peter's identity out. But he has another more sinister purpose of his adventures at SHIELD.**

**We see a bit more of Flamebird in action here.**


	25. The Gauntlet Part Two

**Chapter Twenty Five: The Gauntlet Part Two.**

* * *

 

Doctor Otto Octavius was on cloud nine to put things mildly. He waited for his captive to be brought before him. This was a plan that no one other than someone of his supreme intelligence could execute. He hacked into SHIELD and was in the process of bringing the world to his knees.

Spider-Man flew through the door and landed right at his feet. The web slinger hit the ground with a sickening crunch and Otto looked at him, with a slightly smug smirk etched on his face.

"So nice of you to join me at last, Spider-Man."

Spider-Man had been run ragged fighting almost every single criminal from his past and some new enemies.

"So, you've got me, but..."

Otto laughed with mirth. "I'm sure that you're in awe that my plan has gone off without a hitch. If you haven't figured it out yet, allow me to spell it out for you in the greatest amount of clarity."

He extended one of his robotic limbs and wrapped it around Spider-Man's face. Roughly the web slinger was pulled out and he went face to face with Otto. Such an up close and personal encounter was not a good one. There was really nothing to do about it. "I allowed you to haul me into SHIELD and you thought it was under duress. You thought it was against my will when you defeated me. "

"So, you turned a negative into a positive, great," Spider-Man said and the grip tightened around him. Spider-Man wanted to find a way out of here and fast. "But you know, I'll still beat you."

"I'm actually happy that you're confident that you can defeat me," Otto whispered to him. "Because that will make your ultimate humiliation and later fall from grace far more satisfying."

Spider-Man flew halfway across the lab just like that. His aches and pains had aches and pains from the battle. He tried to put a positive spin on this mess even though there didn't seem to be one to be had.

' _Okay, no problem, help should be on the way, I hope.'_

Spider-Man shook his head when he realized that help should have gotten here rather soon. The concussion he might have received during the course of the battle played all sorts of extremely lovely havoc with his mind.

Was help ever going to be on the way? That was the thing, Spider-Man didn't know and he felt frustrated because of the fact that he didn't know. He coughed violently and his breath came out in a ragged manner.

"It's not going to be easy on you, Spider-Man," Otto whispered with wicked intentions dancing in his eyes. "I've already made sure Fury is out of the picture. He's already playing a deadly game of cat and mouse with some of his greatest failures. Just begging to stay alive. I've got a genius that surpasses both that of Tony Stark and that of Reed Richards."

Spider-Man responded bitingly. "Yeah, and an ego to match."

"Maybe you haven't figured out how serious of a situation that you're in," Otto whispered harshly.

Spider-Man didn't want to say it but he knew. He looked around him. The lab had one exit and it was locked. That wasn't exactly an ideal situation for an escape. This would force the web slinger to think far outside the box. Something that he didn't have a problem doing.

Then again he couldn't really wait for the ideal situation to come to him. He had to go and seize the opportunity. Right when Doc Ock was having a monologue about his impressive plans, that might have been a good idea.

Spider-Man shot his webbing and latched onto a large cart. He flung it in the direction of Doc Ock. The scientist caught it.

His tone was slimy and stoic when he looked at Spider-Man. "Nice try."

Spider-Man rushed Ock for the battle and he saw the glowing power cell in the center. If he can only disable him, he might have a chance.

All four arms shot out and grabbed Spider-Man each by a limb. The web slinger twisted out and bounced off. He kicked Ock in the face.

He staggered back and Ock lifted his arms. He shot an array of lasers out of them and Spider-Man dodged behind a table.

"And he's had a few upgrades," Spider-Man whispered. "All thanks to SHIELD."

Ock shot one of his arms forward and tore through the table like a hot knife through butter. The web slinger could not believe his luck. Ock locked the edge of the arm onto his shoulder and lifted Spider-Man up high above his head.

The web slinger kicked his feet and struggled against the scientist's grip. It seemed like no matter what he did, he couldn't break free.

"Yes, Spider-Man, as you so eloquently put it, I've had a few upgrades," he whispered and he hurled Spider-Man halfway across the room like he was a Frisbee. "All the better to take you apart with."

Ock raised his arms into the air and prepared to slam them down onto Spider-Man. The web slinger dodged the attack.

Spider-Man used a stinger. Nothing, Ock had armor on to block the attacks.

The web head heard a thumping and suddenly the doors cracked open.

Much to his surprise, Nick Fury went flying in through the door. He was beat up, battered, and abused. That being said, he was still the miserable bastard that he always was and he braced himself for a fight.

"Fury, fancy meeting you here," Spider-Man said and he gave a helping hand to the Director of SHIELD.

"They didn't get the job done right, but no matter," Ock said and he lifted the jagged edge of one of his arms.

Spider-Man caught it and used his strength to force it back. He swung off the arm and aimed a series of kicks.

"There he is!"

A sonic pulse of energy nearly split Spider-Man's skull and knocked him down.

"What are you doing fool?" Ock asked the man in question.

"Taking out Fury, don't really care who goes down with him," the criminal grunted.

"Oh no you don't, Fury is mine…"

The criminals began to squabble over Nick Fury.

Fury pried open a box, blood and scratches all over his hand. His vision was blurry through his one eye. Through instincts, Fury pulled out a huge gun and fired.

He blasted the criminals hard with one shot and many of them were stunned.

Ock could hear the SHIELD security system change. "Impossible…."

It wasn't over yet, but someone breaching security could set his plans back. He would have to mitigate the problem and force them out.

* * *

 

Kara frowned and folded her arms one over the other. She tried to be patient; she really did try and be patient. Someone with her power set found it extremely hard to be patient though and the blonde angrily swayed herself back and forth in mid-air when she leaned in and saw all that was going on.

There were more that joined the fight against the criminals on the ground. It was getting to be the makings of a real wild brawl.

Gwen bit on her lip when she tried to hack into the SHIELD security. She would have to pin a medal on Doctor Octopus.

"He actually made SHIELD so secure that it's going to be a challenge to hack into it," Gwen muttered more to herself and Carol looked at her. Gwen looked back at her.

"I didn't hear anything," Carol said evasively and the city resembled a war zone. More criminals showed up and some of them got in more fights with each other than they did the heroes.

If it were not for the collateral damage, she might have found it amusing. Along with all of the innocent people that were pulled into the crossfire.

"Can you get in?" Kara asked Gwen.

"Not really, but there are ways around anything," Gwen said and she was looking for one specific place where she knew for a fact that security was the weakest. "Fury's up there…"

"And so are several of the worst and most psychotic criminals in the world who would love nothing more to kill Fury," Carol said grimly.

"Yes, there's that…..why you kept criminals that close to the main headquarters is beyond me," Gwen muttered, but she filed that underneath one of the more questionable SHIELD decisions imaginable.

Carol didn't answer, mostly because she didn't have an answer.

The Juggernaut got into a slugfest with the Abomination on the ground and as much as she wanted to watch that super villain throw down, she had to break it up.

Kara was already in at the speed of light.

"One side, little girl," the Abomination grunted at her, but Kara lifted up her hand.

She slapped the Abomination hard in the face and got him to chase her down the street.

"I don't know what you hope to accomplish with that….."

WHAM! She nailed him in the face with a lightpost and sent him flying across the street.

"Something like that, genius," Kara said with a sigh and the smugness crept onto her face.

"I'm going to crush all of you little heroes…"

"Really, you again?" Jean asked in a bored voice.

"Ah, it's Charlie's little b…"

Jean picked up a piece of debris and flung it at the Juggernaut. "You really don't want to finish that sentence, do you?"

The Juggernaut knocked onto the ground and Kitty stepped out into the middle of the city. She went intangible and walked through the Shocker and casually disabled his gauntlets.

"What the…."

Kara knocked him out with a flick of her pinky finger. He wasn't really worth much more.

"Okay, we need to get the Juggernaut's helmet off," Jean said. "Then I can get in and shut his mind down so he's not a threat."

"Oh, really, that's all we have to do?" Kara asked and Jean nodded. "That should work out nicely."

Kitty smiled, this was intense, but yet it was still less chaotic than a danger room training sessions that the X-Men had. She felt in awe in all of these heroes. She thought she saw Iron Man down the street somewhere as well, but she wasn't sure. There was a couple of armored villains out there, based on Stark's armor designs that were stolen.

Kara zoomed around the Juggernaut, the villain's outstretched arms going after her. She gave an extremely long sigh, and she grabbed one of the clasps and yanked it off.

Carol rushed in and distracted him from the other end. She pulled one of the clasps of the helmet off.

The helmet came off and Jean smiled. She locked onto the Juggernaut and put him down to his knees.

"I'm a little teapot, short and stout," the Juggernaut grumbled and he fell to the ground.

"Did you seriously have to warp my mind into doing that?" Kitty asked.

Jean shrugged in response. "Not really."

Gwen shuffled her feet in frustration and she knocked all of the gates down other than one. If she could get inside, she would be able to allow them an access point.

Success, and she smiled.

"I'm guessing that went well," Carol said and she walked over the pile of downed criminals on the ground.

"Yes, pretty well," Gwen said and she would have done a dance if she didn't look so absurd in doing so.

That being said, Spider-Man went flying out of the SHIELD hellicarrier head over heels.

Gwen used her telekinesis to keep him from plowing into the ground. Kara caught him the rest of the way and guided him to the ground.

"Ock's still up there," Spider-Man muttered.

"I think he's got bigger problems," Gwen said and she smiled. She didn't know how much control she would have had. "We should patch you up before you go right back up there…"

"No, I'm good," Spider-Man said, and he wasn't being facetious this time. He did feel good.

His powers afforded him a minor healing victory, that didn't stop the injuries that he received from hurting like a bitch.

"We still need to get them back into the cell," Carol said and they all knew that she was referring to the hordes of dangerous criminals that were released from SHIELD custody.

"Don't worry, we will," Gwen said and she really hoped that Ock would come down here. Although despite her modifications, the SHIELD facility was still the safest place on Earth. That being said, she let out the agents that had been locked up and unable to help.

They should tip the scales in SHIELD's favor.

"Are we ready to do this?" Kara asked and Peter smiled.

"Yeah, we're ready…"

Several large robots appeared in front of their vantage points. Spider Slayers and Peter's arms flew up into the air in disgust. "You've got to be kidding me."

* * *

 

Nick Fury tried to piece together when this went completely wrong. That being said, the man had his ideas as to where it went want. It mattered that he needed to fix the situation before it spiraled completely and utterly out of control.

He focused his attention to the nearest exit and he found that his SHIELD agents combed the base. That was a good enough sign that something was being accomplished. The grizzled Agent of SHIELD grabbed the communication device and held it up.

"I'm going to say this one and I'm not going to repeat myself, to anyone in the sound of my voice," Fury said. "SHIELD base is under a Code Omega. If you must, lethal force is authorized…"

"Good suggestion, old man…"

A shot of white hot glue caught Fury in the ankles and held him into place. A shadowed figure walked out to take him down.

"Beetle," Fury whispered when he saw him hovering over his head. The armored villain decided to gain his revenge on him.

"Yes," Beetle hissed and he prepared to send a barrage of missiles down at Fury when he was held in place.

Black Widow jumped into the picture and electrified Beetle's armor. He flew backwards and landed down onto the ground.

"Agent Romanov, your timing was impeccable," Fury said and she took a laser array and slowly began to cut the hardened glue.

"It's a good thing we were able to get the door open, but the base is swarming with some of the most armed and dangerous," Natasha said.

"And that's not to add to what's been let out into the city," Fury replied in his crispest tone of voice. He tried to free his foot from the sticky glue but found himself submerged in it. He was stuck without any place to go.

"Just two seconds…"

Fury staggered out and sure enough he was free.

"Octavius, he's on his way to the third level."

Natasha frowned. "The only thing that's down on the third level is….."

"I know," Fury said and he pushed his way through the doors. "I just hope that nothing runs into us along the way."

Three robotic sentries blocked their path.

"I'll take care of them, you go," Natasha said and Fury nodded. Fury gave the drones a few parting blasts.

The Super Spy jumped up and made his way through the air vents. He pried it open and pushed himself into it.

It was a tight squeeze, but Fury made his way through the vents. He crawled on his belly all the way across them.

Closing his eye, Fury was this close to the lab. He paused and heard something.

The robotic arm of Doctor Octopus ripped through the ceiling and grabbed onto Fury, pulling him on down.

Fury landed onto the ground with a huge thump, and Ock stood over him.

"Commander, I cannot allow you to interfere with my plans," Ock whispered in his most deadly manner possible.

"You know, what you allow, and what will happen are two different things," Fury said.

Fury released a flash bang to blind Ock in one fell swoop. He had to make his way to Level three and manually seal it off before Ock was able to get there.

He dodged one of the robotic arms that threatened to slice into him. Somehow he didn't think that it was that easy.

* * *

 

"So, we're going to have to get up there and stop Ock," Kara said when she flew up to the Hellicarrier, with Spider-Man latching a web line to her foot and being pulled up into the air.

Gwen rode on Carol's back and she made her way up there.

"There's something up there I think that he wants," Spider-Man said shaking his head. "and I think that I know what he wants."

"What are you talking about?" Kara asked curiously.

Carol was the one that answered other than Peter. "He wants Osborn, Norman Osborn."

"Osborn is dead, isn't he?" Kara asked with a frown.

Carol paused for a second to figure out how she could answer that question. She decided that she would go for the obvious answer.

"Yes, and no," Carol replied but the doors were still open for them.

Peter sighed in relief when they entered. The SHIELD agents were already wrapping up things with some of the criminals, although some of them were giving them fits.

"Okay, I'll take care of Ock, you help them," Peter said to the three blondes and they frowned.

"Are you sure?"

"I'm positive," Peter said. His healing abilities kicked in and he felt stronger than ever.

He just hoped that this wasn't the type of confidence that would come back to bite him where he sat down.

Spider-Man rushed through the facility and dodged razor sharp discs from the enemy. The web slinger plucked the razor discs out of his hand.

Jumping up high into the air, Spider-Man came down onto the back of the head of his adversary. He curb stomped the man something fierce. He jumped up high into the air and made his way through the vents which already been opened for his convenience.

' _Yeah, this never really works the way it does in movies,'_ Spider-Man thought as he was pretty sure that he made a lot of noise when he thumped through the vents. His breathing increased and became slightly ragged.

The web slinger saw a hole had already been ripped in the vent.

His spider sense tingled and he saw a robotic arm shoot up at him. It nearly cut him in half and Spider-Man slid to the other vent.

He smacked into it and grabbed onto it. He pried the vent off with his spider strength. With one fell swoop, he dropped down onto the ground.

That was unpleasant but not entirely unexpected. He shook his head and rushed forward.

The web slinger stopped and his mouth hung open.

"Horrifying, isn't it?"

He nodded and turned around to see Doctor Octopus waiting for him. He didn't completely take his attention off of the good doctor but he also had to not keep his attention off of something else. The large and hulking form of the Green Goblin was in the stasis container and trapped without anywhere to go.

"His higher brain functions aren't working anymore," Doctor Octopus whispered. "Will they ever work? That's an interesting question but it doesn't matter. Norman Osborn isn't what matters to me rather it's his DNA…."

Peter saw one of the tanks and realized what SHIELD was doing. Later there were going to be some people who were going to have to answer to this. Right now, he would have had to stop Doctor Octopus.

"The serum created by OsCorp gave you these abilities beyond the wildest human imagining," Otto said and he raised the buzzsaw of one of his limbs. "Just imagine what might happen if someone who knows how to use said abilities for more than thankless heroics gets their hands on the serum."

The web slinger jumped up and down onto the back of his head.

"You see, you're the missing piece of the puzzle I need to stabilize the serum," Ock said and he waved his arms.

"Sorry, not interested in helping you," Spider-Man said. He had to tread carefully, the breath was almost knocked out of him.

The whirling of large robotic limbs swung around and tried to take Spider-Man apart. He better tread lightly, for his sake more than anyone else. Not to mention the entire sake of the world. Osborn lost his mind because of the serum. What was SHIELD thinking? He honestly didn't know at this point. He stopped trying to figure out what the government agency was thinking an extremely long time ago.

"You're not going to get me. Not without a fight at any rate."

"I realize that," Ock whispered.

He raised his arms up into the air and Spider-Man dodged his attacks. There was something up and something that he didn't like.

Electro turned up by the side of Ock and sent a blast of electricity at Spider-Man. The web slinger dropped to his knees and the breath was taken out of his body.

"How about that, how do you like that?" Electro asked and he shot electricity at Spider-Man.

"Not well, thanks," Spider-Man said.

The mighty hunter, Kraven, showed up. He swung an extremely big knife at Spider-Man. The web head arched his back to avoid the attack. Pivoting, he launched a web line, and somersaulted into the air. He delivered a precision strike right to the back of the pressure point, just like he was taught.

Kraven dropped down to his knees. The wind was taken out of him.

Sand appeared around him and Spider-Man tried to fight out. The large hand of the Sandman clasped him from the ground and hurled him halfway across the lab.

"Behold, the Sinister Six will eliminate you, Spider-Man," Mysterio said and he waved his hand.

Several remote control glass orbs activated and began to fire at Spider-Man at random intervals.

Spider-Man dodged them, they released a toxin that would have paralyzed him if he was there.

"The Sinister Six, not bad," Spider-Man said. "But there's only five of you so…."

The Vulture dove on in and tried to spike Spider-Man in the chest. The web slinger dodged the attack.

' _Well, the gang's all here,'_ Spider-Man thought.

He dodged the fist of the Sandman and the villains closed in on him. He realized that he couldn't dodge them forever.

"The numbers close in on you Spider-Man, your greatest enemies are going to destroy you," Mysterio narrated and he activated a miniature version of the Spider Slayer.

It dove bomb Spider-Man and large metal legs threatened to spike into his face. Spider-Man caught it and whipped it around. Kraven jumped over it, but Spider-Man did a forward roll. He took the hunter's legs out from underneath him.

"Don't worry, I've got this," Electro said and he caused the panel of ground to be electrified over Spider-Man.

"Keep him distracted," Ock said and he turned to the equipment.

He would release the serum that SHIELD had in those cases. They could not be cracked thanks to being made by a special material that could not be broken by any means. So Ock would have to find another way around.

Vulture grabbed Spider-Man and flung him down. He tried to stab him with his wings. Spider-Man dodged out of the way, and got onto his back. He wrapped his arms around the Vulture's neck and they flew on in.

"Gotcha!" Sandman yelled and he closed his fist. He grew to about ten feet tall.

Suddenly, someone through him and dismantled his sand particles. He screamed when he fell to the ground.

That allowed Spider-Man to drop the Vulture down. Kraven rushed towards Spider-Man, a spear in his hand.

"Finally, the hunt concludes," Kraven growled when he rushed Spider-Man.

"You know, you can take a seat," Spider Woman said and she rushed on it and continued Spider-Man's duel with Kraven.

"Fine, I will have double the spider."

Spider-Man rushed for Ock again but Electro stood out in front of him.

"Not so fast web head, you're going to have to get past me first," Electro said and his body illuminated with the power that he drained from SHIELD's reactor.

An energy blast overloaded his powers and sent him flying into one of the cells. Ms. Marvel rushed over and sealed the door shut and not a second too soon.

Kitty shook her head, she would have sand in her shoes because of this.

"I'll take it from here," Gwen said and she released a compound that caused Sandman to solidify and his particles to drop to the ground.

"Halt, you're not going to get past the might of Mysterio….."

"Yeah, you have a stupid fishbowl on your head," Flamebird said and she zoomed in at the speed of light. "Any menace you have is gone."

"I have prepared for you this time," Mysterio said and he removed a glowing green rock from his costume. Doctor Octopus discovered that this particular mineral weakend Flamebird.

She winced and felt a bit feverish but shook off this effect. Flamebird jumped up and punched Mysterio directly through his stupid fishbowl and knocked him onto his ass.

Ms. Marvel noticed the rock and she picked it up and put it out of harm's way.

"We really need to figure out some shielding for your costume," she told her sister.

"Hey, I didn't fall to my knees like last time."

Spider-Man looked at Doctor Octopus who was feverishly trying to open the tanks. He was not having that much success at all.

"Your Sinister Six is done," Spider-Man said when he stared Doctor Octopus down.

The good Doctor's expression and demeanor didn't grow any less smug come to think about it.

"An annoyance," Doctor Octopus muttered and he managed to override the override of the system. "You're not going to get out of here, alive, don't you see that?"

Spider-Man was about to comment on how clichéd that seemed but there was the pitter patter of something dangerous outside.

"I've reprogrammed SHIELD's little toys to do my bidding, and what's more interesting, they have some of the powers of Earth's mightiest heroes."

Spider-Man hitched in a breath, this would prove to be a challenge, if he may say so himself. He saw Iron Man, he saw Thor, he saw the Hulk, he saw Captain America, and the Avengers assembled, in time to disassemble them.

**To Be Continued on October 22nd, 2014.**

* * *

 

**So the second to last chapter on this second set of chapters(or season if you prefer).**

**So Sinister Six against Team Spider-Man was a chaotic mess. And we kick things off with the Avenger LMDs against Team Spider-Man.**

**Doubt that Norman's going to be brought back, but never say never with that guy. If the right arc idea comes to mind….**


	26. Chapter 26

_Season Two/Set Two Finale Time._

* * *

**Chapter Twenty Six: The Gauntlet Part Three.**

* * *

SHIELD's training robots were programmed with the abilities of Earth's greatest heroes. It was to get their agents ready to fight anything, and now Doctor Octopus co-opted it.

"So, any luck?" Kitty asked, hoping that she had progress. She could see the large form of the Hulk stepping forward. SHIELD somehow made it uglier and angrier than the original.

Gwen frustratingly slammed her hand on her portable computer. Doc Ock might have out gamed her in this one. "No, I can't…damn it, I can't figure it out!"

Gwen couldn't be frustrated right now, and suddenly, the Hulk charged them. Ms. Marvel rushed in front of them and grabbed him. She had tremendous strength thanks to her abilities. The Hulk was stronger than most.

"Oh, SHIELD programmed these things too well," Ms. Marvel grumbled when she tried to push the arm of the Hulk back.

The Hulk pushed back on her and Ms. Marvel's legs threatened to slump down to the ground. She felt her breath knocked out of her body when it exerted its force down onto her.

Flamebird jumped in and nailed Thor with a kick to the head. It's mighty hammer was almost quicker than her. She dodged the attack quickly.

Doctor Octopus returned to trying to pull out the formula. He would have his day. Glee flashed through his eyes when he tried to pull the formula up.

"Hey, Doc, don't forget that you have a date with your friendly Neighborhood Spider-Man," the web slinger said. He webbed onto Doc Ock's arms but Ock launched him back. "You're not going to get away from that easily, you know that?"

Ock's grumbling voice told him all that he needed to know. "Robo-Avengers attack, destroy this web slinging nuisance."

"I believe the word that you wanted was Assemble. As in Avengers Assemble."

Iron Man popped in right now and blasted his robotic double in the face and knocked him down onto his back. He stepped forward and leaned down to look over his body.

"Yeah, I don't know, I think that Fury did a poor job of representing me…"

The robotic double got to its feet and began to fire. That shot Iron Man up immediately. There was some Iron Man on Iron Man action. The original was able to think outside of the box in ways that a robotic duplicate couldn't even hope to do so.

Iron Man locked the missile and fired at the chest of his robotic adversary.

"Yeah, this guy, his aim is off," Hawkeye said and he slipped in.

Both of them fired their arrows at each other. Hawkeye fired his arrow past his enemy and hit a bolt. It caused a rack of boxes to fall onto the head of his robotic duplicate and smash it into little bits.

"That's why you never accept any substitutes….period…

Robotic Black Widow rushed Hawkeye and knocked him down.

"And you still get taken out because you're grand standing by a robotic double of me," Black Widow said dryly and she grabbed the arms of her enemy. Sparks of light flew.

The Widows both packed a really huge punch.

Kitty dove through her enemy and used her powers to disable its circuitry. Large sparks of energy fired in every direction and the brunette tucked and rolled her head. She allowed a huge breath to escape from her body.

"Okay, that sucks, but at least it's done," Kitty said and she looked up suddenly.

"What a misrepresentation!" Thor yelled and he rammed his hammer down onto him. "I've never seen anything so appalling in my life."

"Did you look into a mirror?" Hulk asked and he rushed in and nailed his robotic duplicate.

The two Hulks rushed at each other. They engaged at each other in a brutal battle. Neither was willing to concede that the other could be defeated. The Hulk smashed his robotic double down onto the back of the head.

"No one is stronger than Hulk!" the Hulk growled and he ripped the robotic double's shoulder out of it's socket. "INCLUDING HULK!"

Hulk smashed the robotic duplicate in the face and slammed down onto the ground hard. The man who loved to smash snarled and stared at him.

A large shield zipped through the air and Captain America caught the shield. He threw the shield back and ripped through his robotic double. The shield came back to him and he caught it like it was nothing.

"Accept no substitutes," Captain America replied and he flung the shield back onto the ground.

"I'll take your double," Spider-Woman said and she shook her head.

She didn't know whether she should feel insulted or relieved that she didn't have a robotic duplicate. Given how Peter mopped the floor with her in a lot of her sparring sessions with him, this was going to feel good.

Jessica jabbed her hand through the chest of her enemy and doubled him over. She whipped his head back and planted him directly onto the ground.

"Oh that felt good, really good."

"Don't get too excited about that," Gwen said and she finally managed to break through the defense systems.

That caused Doctor Octopus to throw the tantrum to end all tantrums. He was not happy.

* * *

"Okay, it's down to you and me, Ock," Spider-Man said and he charged his enemy.

Doctor Octopus caught Spider-Man's arms and twisted them. He flung his web slinging enemy back onto the ground. Spider-Man braced himself and avoided hitting hard.

Spider-Man did a nip up and landed on his feet. He tried to disable Ock with a well placed stinger shot. Ock dodged it, showing great acrobatic ability for someone of his size and girth.

"Okay, we've been going around in circles, over and over again," Spider-Man said and Doc Ock stabbed at him.

Spider-Man tried to remove the power cell that Doc Ock had on him. Unfortunately he couldn't even penetrate the shielding.

"Do you honestly think that I would not have prepared for you," Ock whispered and he swung his robotic limb at Spider-Man.

The web slinger blocked it and the two of them spun around. Spider-Man wondered if this was such a good idea to latch onto the robotic limb like this. He found that he was hanging onto the world's largest tilt-a-whirl.

Spider-Man flew towards the exit that had been broken open. They were high over the city.

Ock rushed him and tried to stab him straight through the arms.

"There's no buildings to latch onto Spider-Man!" Ock yelled and he went for him again.

"You…..I don't know….."

Spider-Man wondered if Ock had gone insane. Actually come to think of it, he pretty much figured out that the man was. This was murder-suicide at its finest.

The web slinger and Doctor Octopus flew through the nearest exit. Spider-Man tried to latch onto the Hellicarrier and just managed to barely grip.

Ock's arms retracted and held him up over the ocean. Spider-Man swung around and flew towards Doctor Octopus. Both feet connected into Doctor Octopus's face.

Ock landed on the docks hard and crashed into them hard. He blocked Spider-Man from coming down. His arm latched around Spider-Man's foot and swung him around.

Spider-Man flipped back and landed on the ground. The wind was knocked out of him and Ock returned fire to charge him.

"You really don't know how to take a hint, do you?"

Spider-Man went around again and again and his enemy tried to take him out again and again. Doctor Octopus looked intent on maiming Spider-Man with everything that he had.

"I will destroy you!" Doctor Octopus shouted and his arms raised into the air.

Spider-Man's webbing latched onto his enemy's arm and swung around. He jumped over his enemies head.

A bright blur rushed in and nailed Doctor Octopus flush in the face. He activated the force field to block a second attack.

"Guess I had one good shot, and I blew that one," Flamebird said, but she caught his arm and tore it off.

Doctor Octopus howled in agony and that allowed Spider-Man to find a weak spot in the back of his head.

"Maybe," Spider-Man said and he plowed both of his feet down onto the back of his enemies down.

He faced off against one crippled and extremely angry Octopus. The sparks flew where his arm removed.

"I wonder," Spider-Man said, thinking of a plan.

The detached robotic arm wiggled on the ground and resembled a detached snake more than anything. It threatened to attack Spider-Man and the web slinger didn't want to be the person who was in the path of destruction when it did.

' _Of course, he still controls them mentally even when they're not attacked to him,'_ Spider-Man said.

At least he did before, Spider-Man slammed his feet down onto the robotic arm. He caused sparks to fly in every single direction when he dismantled the robotic arm.

Spider-Man stepped back and caught his breath. So far it looked so good, at least that's what he thought.

Ock dropped to one knee. He had a fallback plan that was nasty.

"I know what I must do," Doctor Octopus muttered on his breath.

He still was in control of SHIELD and that meant that he controlled the entire world. The world would be brought down, crippled with fear.

Goblin Queen dropped down and she was greeted with the sight of Flamebird and Spider-Man fighting Ock's drones. The enemies rushed them hard.

The Avengers and SHIELD along with a few other heroes were preoccupied. Gwen held the portable computer in her hand.

"What are you going to hope to do?" Doctor Octopus asked to her.

Gwen could barely keep that smug grin off of her face. Someone would have to forcefully remove it from her to get the ideal result. "You know, you linked your arms into the system, so you overplayed your hand. And your arms are connected with the rest of your technology, including that chip in your brain."

Doctor Octopus wondered what she had in mind and there was a spark that caused his eyes to flash. He tried to go for her but he stopped short.

"What are you doing?" Doctor Octopus demanded, anger flooding his ovice.

"Shutting you down, Ock," Gwen stated with a smile.

Flamebird and Spider-Man smashed all of the ock drones.

"I think that I got more than you did," Spider-Man said.

"You didn't, your really didn't," Flamebird said and she clapped her hands, causing the drones

Ock's screams echoed and he tried to impale this woman. She used her telekinesis to block his arms from going through her.

"No, no, I'm in control," Ock groaned.

"For a little bit, until you left a backdoor that a genius like you should have exploited," Gwen said and she smiled. "You know, Otto, a little knowledge is a dangerous thing. A lot of knowledge might fry your brain."

Gwen overloaded the control chip in Otto's brain. The blast knocked him to the ground. It was nearly not lethal enough to kill him.

Spider-Man stepped forward and saw the downed form of Doctor Octopus. His arms twitched and he resembled a turtle flipped over onto his back.

Flamebird whistled in response. "Wow, the lights are on, but there's no one home."

The doomed form of Doctor Octopus rested on the ground. His arms and legs twitched when he tried to pull himself up.

"No," he groaned, drool splashing out of his mouth.

His last thought was that he had the world so close in the palm of his hand. Then it was snatched away from him in an instant.

* * *

Nick Fury saw the aftermath following the chaos that was. The man had a few bumps and bruises, along with a few parts of his body that he was pretty sure wouldn't work the way that they used to. He stood up tall and didn't let that get him down.

That was just the type of tenacity that Nick Fury had. He could see some of his SHIELD agents move towards him.

"We're going to need a new and more secure prison to keep these villains," Fury said. His eyes followed the progress of Sandman's destabilized form put into a tank.

"It's a good thing that the heroes stood up today, for what was right, isn't it, Fury?"

Fury turned around and spotted everyone's favorite neighborhood friendly Spider-Man keeping a close eye on him.

"You just enjoy gloating about this, don't you?" Fury asked.

"I have no joy about all of the people who were put in danger today," Spider-Man said to Fury. His voice sounded distant and hoarse.

He did feel like there was something that he and Fury needed to hash out. The Avengers helped with most of the heavy clean up, with only a few of them staying there. Hawkeye, Black Widow, and Iron Man were the obvious ones.

"So, I need to ask you…"

"About Norman Osborn," Fury said. He didn't want to bring up the elephant in the room. It was dancing in front of him and there was no use ignoring it. "I know that you are going to question exactly what I was thinking when I kept him on SHIELD….."

"The formula, this isn't the first time that you've been obsessed with it," Spider-Man said.

"It's what someone else can do with it that I'm obsessed with, as you put it so bluntly," Fury said.

Spider-Man did have a point even though he didn't see the picture. Fury knew that this was based off of a formula that Richard Parker was working on. A formula which HYDRA may have used to run experiments on Parker and his wife, and they may have passed off that enhanced DNA to their son. Of course the rules changed when he got injected with a modified strain through a spider bite.

"Exactly what are you thinking could happen?" Peter demanded. He stepped closer to Fury. "Do you think that I'll turn into some kind of monster that you're going to have to put down?"

"I don't know what could happen," Fury said. It was a miracle that HYDRA wasn't breathing down Spider-Man's neck when they found out of his existence.

If they put two and two together, it might have been a bad thing all together. If they figured out that Spider-Man was the son of the agents that they experimented on for six long months, agents that had no memories, who knew what happened.

Gwen turned up to check on Peter.

"How did you know that would work?" Peter asked.

"Yeah, I'm fine too, thanks for asking," Gwen said with a bright grin. Peter's burning gaze fixed onto hers. "And to answer your question, I took a shot in the dark and saw what stuck."

"You just went with your instincts, and figured it out, didn't you?" Peter asked.

Gwen smiled and pulled up his mask. He could have been a lot worse, there was some light bruising. Nothing that wouldn't heal by the time that they got back.

"Yes, exactly, pretty much," Gwen agreed and she pressed herself down onto her heels with a smile on her face. "So, the entire sum force of your Rogue's gallery has been put in prison. Maybe we should think about removing some of their powers at the very least."

Gwen didn't want to go for the execution route, unless absolutely dangerous. She would have to be presented with someone who had been warped beyond repair. A lot of these men were petty thugs who had been driven even more insane by their powers. A lot of them weren't even that, just innocent men that were driven there.

"SHIELD clean up, it's a necessary evil," Natasha said and she stepped in with a smile on her face. She placed her hand firmly on her hip. "So, the two of you are okay?"

"Yeah," Peter said. "Ock shouldn't have been able to hack into the system like that."

"That isn't my area," Natasha said with a shrug. "But you're right."

She would bring it up to Fury and Maria Hill as well, along with any other top SHIELD agent that would listen.

"So, what did you think of your trial by fire?" Jean asked Kitty.

"I think that I'm improving," Kitty said with a smile on her face.

"Yeah, you are, but I'm sure that we should find the rest of the team, to see how they're holding up," Jean said and she gave Peter a smile.

' _I'll see you later,'_ she thought with a smoldering smile on her face.

Peter smiled at that look on her face and Gwen turned towards him.

"Well that was pretty subtle, wasn't it?" Gwen asked him.

"Sometimes you don't have to be subtle," Peter agreed.

That being said after today's battle they needed to really relax. The snow storm subsided after a moment.

Carol showed up in front of Peter and Gwen. Kara followed her close behind and Carol looked to be a tiny bit tentative regarding what she wanted to see.

Kara shook her head and amusement filled her eyes. "Okay fine, I'll be the one that'll tell them if you don't want to."

"It's not that I don't want to," Carol argued and Kara smiled and cut off her sister.

"Okay, Carol wants to know if the two of you want to swing by our apartment in a little bit," Kara said with a smile. "We actually have a few things that we want to talk about to you…..and I'm sure that we can get some headway done on our science fair project if we have any time."

Kara spoke so quickly and so swiftly that it caused Peter to be thrown off. Gwen's lips shifted in amusement.

"Well, who I am to say no?"

"Great!" Kara said in an excited voice and she threw her arms around Peter.

She wouldn't have to fight it for much longer. They would be all alone, the three of them.

"And thank you for catching me and preventing me from becoming a spider splat," Peter responded.

Kara's lips curled into a grin.

"You're welcome and you're also welcome for that."

Peter was about to ask her for what. He didn't need to when Kara pulled up his mask and planted a huge kiss on his lips.

The blonde looked fairly pleased with herself, with her nice little kiss and run attack.

"You know, she has a habit of doing that a bit too often," Gwen commented in a crisp voice.

This got Peter's attention. He slowly turned towards her. There were some wicked intentions in Gwen's eyes, she wanted to pay the blonde back for that little kiss and run. All it would take was the right move.

* * *

Kara reclined on the couch, waiting for her guests to arrive. She was half talking on the phone and half listening to the television news.

"The Mutant Response division have received increased funding thanks to a recent attempted assassination on Senator Robert Kelly. Despite claims that it was only done in response to Senator Kelly's anti-mutant speeches, many politicians on Capitol Hill fear that mutant aggression is coming. Specialist Slade Wilson has been contracted to help oversee the reestablished policies. In another news, Helena Wayne, the heiress of the Wayne Foundation, has resurfaced after seven years of being presumed dead. "

"So, you've been busted again, haven't you, Donna?" Kara asked in amusement. "What did you steal your sister's Invisible Jet again? I don't even know why your sister even has an invisible jet."

"Rule of cool," Carol commented from the kitchen. She would like an Invisible Jet, for no other reason to say that she had an Invisible Jet. She was pretty sure she could fly it.

"I know….maybe you'll finally be able to sample the delights over here. I've got this guy that I want you to meet and there's no need to thank me for it in advanced…..speak of the devil. I've got to talk to you later, Donna," Kara said with one breath. She moved over to the door at super speed.

"Well, we're here."

As promised, Peter and Gwen arrived, now out of costume, to the apartment that Carol and Kara shared with each other.

"I saw something on the SHIELD ship," Kara said without preamble. She wore a tight white shirt and blue jeans, with Carol wearing a black shirt and jeans. As nice of a little body Kara had, her older sister put her to shame.

"Exactly what did you see that worried you?" Peter asked.

Kara sighed. "There was a scan for an alien ship, and it was like the one that I arrived here on."

"Well, there could have been other visitors," Gwen said and she paused at the frown that the younger girl gave her.

"Maybe, there could have been other visitors," Kara suggested and she crossed her arms. "But, it's just weird that…..the ship might have been here for a long time. The person inside it might not have been there when SHIELD got to it."

"SWORD doesn't know anything about that," Carol confirmed before the obvious question can be asked. "It was a bit more our time though, so anything could have happened."

SWORD was recently established in the past five years and Carol consulted with them for a while. She transferred over as a full time agent just recently, due to the evidence of aliens back there. Not all of them were benign like Kara was. There were alien fugitives and Earth being a new planet; it would be considered potentially conquerable territory.

"I don't know, I thought that I was the last of my kind, and maybe I am," Kara said with a frown.

Then again, she took a rough trip and she had been in stasis for a long time. Seeing that ship jogged some memories that had long since been gone and she didn't really know how to deal with it.

"I'm sure that you'll figure out what it's about, even if you might have to pry the answers out of Fury's hands," Gwen said.

She wished that Kara brought this up when she had access to the SHIELD database. Now she was sure that Fury might end up locking things down.

Jessica was off helping the Avengers round up some of the straggling criminals. Peter and Gwen thought about helping but she insisted that she had the matter under her hands. If she needed any help, she was a phone call away.

"So, can I get you anything, something to drink?" Carol asked.

"Coffee would be good, it's frigid out there," Peter said.

"Coming right up, I was just thinking about having a cup of coffee myself," Carol said with a smile.

Kara's eyes averted to Peter's and wicked mirth flashed with them. She stepped in and closed the gap between both of them.

"You know, if you wanted something to warm you up, all you had to do was ask," Kara said and Peter placed his hands on her waist. "What?"

"You've been playing hard to get as of late," Peter whispered in her ear.

Kara flushed, she could feel a spike of his pheromones. Gwen stood on the other side of her.

"You know, I really put my foot into it this time, didn't I?" she asked. She didn't seem too sorry about that fact either. She was between two people that she felt excited being next to.

"Yes, Kara, you did," Gwen whispered in her ear, and she held Kara's arms behind her own back.

Could Kara escape from her predicament? Perhaps she could. The more important question was whether or not she wanted to.

"You know, little teases get punished for their crimes all of the time," Gwen whispered in her ear.

Kara was going to say that was her plan all along and she felt Peter's fingers on her face.

"Oooh, so walls aren't the only surface that you can cling to," Kara said with a wicked grin crossing her face.

"Why don't you find out?" Peter whispered and he trailed his fingers down her front.

Carol stopped at the door and smiled.

"Something tells me that the coffee won't be needed."

Peter stuck his hands on Kara's shirt and ripped it off, exposing her chest. It was covered in a red lacy bra. His fingers slid down her body and caused sparks to fly through her body.

"Still think that she's over dressed," Gwen said and she used her telekinesis to remove Kara's pants.

She stood there in a lacy red bra and panties, extremely wet and anxious for what they could do to her. And she had a feeling they could do a lot to her.

Peter's fingers clung to her bra and pulled it off of her body. Her round and firm breasts exposed. They danced out in front of Peter's face tauntingly and exposed a firm bit of flesh. Hard nipples danced in front of Peter's face when he looked at her.

"Perfect," Peter commented and he meant every word of that.

His mouth wrapped around Kara's breast and he sucked on it.

Kara felt his mouth slowly bit down onto her breasts and she felt a rush of energy.

Gwen slinked to her knees, and roughly kissed Kara right above her pussy. She bit down on her clit.

"Ohhhh, that feels good," Kara said and she felt her panties completely soaked.

Gwen knew that felt good and she could see the lust burning through Kara's eyes. She deftly removed the girl's panties.

Peter's heated attentions on her breasts and Gwen's heated attentions between her legs caused Kara's mind to explode with pleasure.

"Let's not forget to treat your older sister," Peter said and he left Kara at Gwen's mercy.

Carol felt a line of webbing wrap around her wrist and she was pulled into Peter's arms. The young man wrapped his arms around her and kissed her.

The older blonde returned the kiss with passion. The heat that flowed through her body felt immense. What's more she felt the need to get her clothes off and jump Peter.

Peter sought that need and he slowly stripped Carol's clothes off. He felt himself harden and more and more delicious flesh was revealed. Her shirt stripped off, followed by her pants. He paused and admired her body. Her high and large tits barely were contained in a black bra. She wore a lacy black thong, a garter belt, and stockings. Her body was fit and firm.

Carol smiled and grabbed his huge manhood through his pants. She pulled him into a passionate kiss and leaned back. She pulled his shirt over the top of his head. His sculpted body revealed to her and Carol looked over it with pleasure dancing through her eyes.

"Nice, very nice," Carol whispered with a smile.

Carol reached down and pulled down his pants. His throbbing manhood exposed itself to her. It went out and Carol caught it in her hand.

Her firm grip rubbed him up and down and Peter groaned. She dropped slowly down to one knee. Her hot breath approached his tip.

Carol's tongue licked up and down Peter's shaft and she experienced the sensations. Hunger danced through her eyes. When she felt that he was properly lubricated, she pushed him into his mouth. The hitch of breath Peter did was obvious about how he felt about his throbbing dick entering Carol's hot and wet mouth.

Kara closed her eyes and felt the pleasure with Gwen kissing her on the side of her neck. The blonde worked her lips up and down Kara.

Gwen decided to continue with another play, stripping off every single article of clothing she had, until she wore a lacy black bra and a lace thong to match.

"Go ahead and worship me, I know you want to," Gwen said and she bent over. "Treat me right, and I'll treat you right."

Kara knew about the ways of sex, even if not many of her people experienced the joys due to being a scientifically advanced race. That being said she got up and tugged Gwen's panties down. She exposed the girls dripping snatch.

Gwen felt Kara's hot tongue tentatively lick in her. The fact that this young alien goddess used her pussy to experiment on this ways of the flesh caused her pleasure. Kara slowly treated her pussy like she would treat her own.

Kara felt herself enraptured by the taste. The pleasurable sensations that entered her mouth and she got a taste of Gwen's juices. It tasted like the sweetest of nectar as well.

Carol stroked her finger down Peter's abdomen when she continued to suck him. She drew his cock far into her throat.

"God, Carol, I'm going to explode," Peter whispered.

Carol didn't even let up. If anything, she attacked this young man's cock with a more feverish flurry. Her mouth sucked around him.

She was rewarded with a burst of cum. His balls released their load into her mouth. Carol maintained her tight suction grip, careful not to spill a drop of cum in her mouth.

Kara was on her back once again and Gwen was over the top of her. Gwen writhed her naked body on hers and kissed the young blonde in a heated fashion. Her kisses increased down her body.

"You did well, honey,' Gwen whispered and she pushed her finger into Kara and teased her womanhood. "It's time to return the favor."

Kara felt her use telekinesis to manipulate her pussy and it felt so good. The grip felt like she had something long and hard inside her.

"It's just a preview for the real thing," Gwen said, and she used her mind to pump herself in and out.

Carol got up to her feet and showed Peter his cum on her tongue.

"So, do you think that you have another load in you?" Carol asked.

Peter smiled and backed her up against the wall.

"My stamina speaks for itself, I think," Peter whispered and Carol closed her eyes.

He webbed her into place in the wall, making sure her legs were spread. Carol's pussy soaked because of the domination that this man exerted on her.

"One would think that you're getting off on this," Peter said and he grabbed her breasts.

"YES!" she moaned, his hands wrapped firmly around her tits and he squeezed them as hard as he could manage.

Carol's words spoke for themselves and her hot pink pussy beckoned him. Peter rubbed his head into her pussy lips, which looked like they were trying to devour his man meat.

"It's been a long time for you, hasn't it?" Peter asked.

"After I got my powers, it might as well be the first time," Carol said with a smile. It restored her body to youth and purity in all ways, not that she wasn't in good shape before.

"Super powers are a blessing, aren't they?"

Carol looked at Peter with a smoldering gaze in her eyes. "Less talk, more fuck."

His manhood slid into her tight sheath and he felt her envelope him. Her heat sought his missile when he slammed it into her.

"Oh fuck me, make me your bitch," Carol moaned and she worked her hips up.

She got off on Peter ramming his cock into her.

"Remember, you don't have to hold back anything with me," Carol encouraged him and she felt him nibble on her neck.

Carol's nipples grew increasingly hard when they brushed against his chest and Peter grabbed her breasts. He pinched her nipples roughly and slammed into her hard.

The blonde worked her hips up and closed her eyes. She felt her tightness envelope around his tool.

"That's hot, isn't it?" Gwen whispered and she rolled Kara around, so she could see Peter fucking her older sister against the wall.

"YES!" Kara moaned and Gwen continued to use her telekinesis to work Kara over.

In time with her telekinetic thrusts, Gwen used her finger to fuck herself. She stimulated herself hard.

"Just think, it will be your turn soon enough," Gwen whispered in Kara's ear and the blonde's thighs closed together.

Carol found out that her legs were free, not that she wanted to go anywhere. She wrapped them around Peter's waist, and made sure he didn't move from his position.

Peter held onto her waist and pumped into her. Carol mewled when her tight box wrapped around into her.

"You're so tight, I love it."

Peter attacked her neck, nibbling down onto it in lust.

Carol's pussy contracted against him and she felt the orgasm flood through her body. His mouth attacked her neck and her breasts. That caused another set of miniature orgasms to flood through her body. Her tight pussy clamped down onto his tool and she panted. It felt so good, it felt so really good.

Her pleasure increased when he grabbed her hips and slammed into her. His balls slapped against her hot thighs when she engulfed him.

"Cum in me, please, I'll die without it," Carol said and she wished that she could wrap her arms around Peter's neck.

He dove between her breasts and attacked them with a series of licks and bites. He nibbled on her nipples and sucked on them. Her tight vice tightened around him.

Peter felt a throbbing through his aching balls. He knew that he couldn't hold back much longer and she squeezed him like pleasure.

"God, in me, deeper!" Carol yelled and Peter thrust into her.

His balls tightened and he launched a heavy load of hot cum into her. Carol's vice clenched him.

Carol felt each burst of cum into her body. She should be sore even with her powers, but she felt more energetic and more inspired. Rope after rope of his cum splattered into her deep and wet velvet vice.

"God, oh god, oh god," Carol moaned, gripping his tool.

His balls splattered his load into her body. Carol moaned when she felt his seed implant into her.

Kara slumped down onto the couch; she had an orgasm from watching Peter fuck Carol and also from what Gwen did to her.

"Go ahead, clean her up, and you'll get a reward," Gwen whispered.

Kara got to her felt obediently, and sauntered over to Carol. She felt herself grow increasingly faint when she approached her sister.

Carol felt Kara's mouth latch onto her. The blonde closed her eyes and her sister sucked Peter's gift from her.

Gwen pulled herself over and grabbed onto Peter's cock from across the room. She slowly stroked his cock with telekinesis back up to full mast. Not that the young man needed it to be honest.

"Go and get her, Peter."

Peter walked over and his throbbing manhood was closer towards her.

Kara could feel him up against her and braced herself for her first cock. She made sure to treat Carol to something great. Her tongue brushed again and again over Carol's super hot pussy.

Carol closed her eyes and she looked down.

"Take her pussy and make her yours," Carol encouraged Peter.

Peter didn't need much encouragement and his throbbing manhood sank into Kara's white hot pussy. Her pussy clenched him hard when he rammed into her from behind. The blonde made sure her walls clenched around him tightly.

"Fuck," Carol moaned and she watched the progress of Peter's cock when he pushed in and out of her.

She followed the progress of Peter's manhood deep into her body. She grew hungrier when she watched him drill into her.

Kara's pussy clenched him with the power. Peter's hands grabbed her breasts and squeezed them.

"Oh, yes!" Kara moaned, and she stroked him even harder.

Kara's slick walls caressed his penis. A hot vice grip contracted around his throbbing dick, and pulled him into her. His hands roamed her body.

"Such a hot girl."

Kara moaned when she felt Peter's hands squeeze her breasts. They stuck to all surfaces and that included her breasts.

His hands weren't the only thing that would stick to all surfaces. Peter pushed into her and slammed himself into her. His cum engorged balls slapped against her thigh hard. Peter lifted his finger up and brushed it from the back of her neck.

Gwen smiled and watched Kara succumb to her boyfriend. Her fingers stimulated her lips when she ran them up and down them.

"Oh god, oh god," Kara moaned and her tight walls clamped around him. The blonde's tight grip got even together.

"Damn, you're so wet," Peter whispered in her ear.

"For you, always," Kara whimpered and Peter's hand clutched her tit and squeezed it hard.

Kara's walls tightened around him. His balls grew even heavier and he rammed into her.

"Shoot your webbing in me, Spider-Man!" Kara begged him.

She got so hot and she could go with him all night long. Right now she wanted a taste of him. Her pussy gushed heatedly and the juices flowed from her pussy. It coated his manhood the more that he pumped into him.

The dance continued and Peter got closer to the edge. His balls ached and he went into her harder.

"I'm getting really close."

Kara nodded and she felt him ram into her with even more pleasure. The blonde's eyes closed extremely tight and Peter ran his fingers down her body.

He noticed that she got wetter when he played with her nipples. Using his spider strength, he gave her pleasure. He grabbed a firm tit in his hand and squeezed it hard.

Kara's tight box tightened and he slammed into her. Peter's balls contracted.

She collapsed down onto the ground, forgetting about Carol. That was because her body tightened and her hot box wrapped around his tool. He slammed into her a few more times.

Peter's balls tightened and he felt the roaring rush of his orgasm. He shot his load into Kara and caused her to collapse in response. His balls spurted a heavy load deep into her body.

Kara's release timed perfectly with his and she felt the burning pleasure spread through her loins. Peter completed his journey into her hot and molten center. His seed spurted deep into her body and he wrapped up.

"I think we'll be ready for an encore if you are."

* * *

A woman with dark hair sat nervously in the waiting room of a high tech facility, her arms crossed and she waited. She never knew if she was going to be condemned or commended when she showed up.

"Doctor Sarah Kinney."

She turned her gaze towards the shadowy three. This was supposed to be her dream job. It fascinated her how a person's dream job can turn into a nightmare in a flash of an eye.

"Yes."

"So far it has been a success," one of them told her.

Sarah swallowed the lump that manifested in her throat. She could barely even breathe.

She wouldn't call what she did was a success. It was a Pandora's box that had been opened and now they wouldn't close it. Not they could close it but they wouldn't want to close it.

"The flaw with the original Weapon X was that he was not conditioned from birth, to serve those who gave him gifts," the shadowed figure whispered to her.

Monsters, that's what they were and that's what she was indirectly, at first she had been young and dumb. She was barely out of college. She had been given a dream job without hopping through a lot of hoops to do so.

The dream job turned into a terror job.

She couldn't believe that she did this, conditioned a child from birth to become one of the deadliest weapons in the world. The most galling part about this was the fact that she knew the consequences of betraying her masters now.

"Soon she will be ready for whatever we do."

"She's been prepped for this for the past fifteen years," another one of them whispered.

Since the moment that the girl had been able to walk, she had been trained. Sarah felt disgust that this girl had been cheated out of a childhood.

"Project X-23, come to me."

The girl stepped forward, a vapid look in her eyes. Dark hair hung down over her face and a fierce expression. She would have looked like an attractive girl, had it now been for the cold and indifferent look on her face. A skin tight black body suit wrapped around her body and tightly wrapped around her.

The deadliest weapon the world ever had was a teenage girl, a girl who had been robbed of her innocence from the moment that she could walk. The look in her eyes could have seemed cold at first glance, but there was something else that threatened to break through.

It was the type of look that said "help me".

Another woman stepped forward and revealed that she had the younger girl on a leash. It was a literal one and no doubt no different to the figurative one that she had her on. The woman looked to be in her late twenties, at least by her looks. She looked much younger than her age was. Dark hair curtained her face in a seductive manner, and she wore a tight black top with a hole cut in it where her cleavage was. She wore a pair of black pants that fit around her like a second skin as well.

"You have your orders, don't you, X-23," the woman whispered in her ear and she tugged on the leash to ensure that she was in line.

"Yes," the girl whispered, she felt fear and for good reason. "Yes, Mistress Kimura."

"Excellent, you've done well, pet," Kimura said and she stroked her fingers through the girl's hair and waved her hand.

Like the obedient dog, X-23 got down onto her knees.

"You will hunt down Spider-Man and bring him before our masters, and you will do so alive," Kimura said and X-23 nodded her head. She ran her fingers down the back of the neck of the girl, digging her nails into said neck. "And as for Wolverine, what are you going do to him?"

"Rip him apart and bring you his head," X-23 repeated. It was a message that had been pounded into her head constantly.

Sarah nervously fidgeted and that fact did not go unnoticed by Kimura or their employers.

"Doctor Kinney, do you foresee a problem with what we're having our obedient pet do?"

Sarah shook her head. Her jaw locked and she couldn't speak.

"Come now, Doctor Kinney," Kimura said, the leash still firmly grasped in her hand. She slackened the grip only slightly. "You were responsible for our young pet's training just as much as I am."

"I didn't….."

"You brought her into this world, when all other methods failed," Kimura said, a wicked grin filling her face.

She had been brought in by HYDRA at a young age and conditioned to be the very best she could be. She was an expert tracker and cold blooded assassin.

"The sooner you stop fighting any kind of conscience, the better you'll be at your job, pet," Kimura said and she tugged on her leash.

X-23 nodded, but she had a flash of ripping her handler up. She knew that she could never get away with it.

"If you have a problem with that, say something," Kimura said and she held a knife inches away from Sarah Kinney's throat.

"She's a fifteen year old girl, and you're condemning her to murder," Sarah whispered.

"Did you really think that we trained her to go up and hug and kiss people, and give them little candy hearts?" Kimura asked in an extremely harsh voice.

Sarah looked at the woman helplessly.

"She'll remain unharmed, if you do as you are told," the HYDRA leader whispered. "And that goes for both of you."

"Say goodbye to her, it may be the last time you see her," Kimura ordered X-23.

X-23 took a step forward and stared Sarah down.

"Laura, you do what you feel is right, but remember…..don't worry about me or what they can do to me," Sarah whispered.

"Touching," Kimura said blandly and she reclaimed the leash. "You have your orders. Fulfill them, and you'll see your mother alive again. Don't fulfill them, and we may save a large enough peace for you to remember her by."

"I can't believe that you'd do this!" Sarah yelled and Kimura whipped out a stun gun and jabbed her in the shoulder.

Laura's eyes flashed with anger, but Kimura shocked her with the leash, turning her more docile.

"You're getting close to outliving your usefulness with us, Sarah," Kimura said, pressing the knife to her cheek.

"I'm sure HYDRA might say the same about you, you're just as much of a pawn as I am and as Laura is…"

"I told her not to call her that," Kimura snapped angrily, backhanding Sarah to the ground. "Come, X-23."

Laura watched the woman she considered her mother on the ground, blood splashing from her mouth.

"I'm sorry," she mouthed, only barely able to have Kimura miss that.

Sarah looked back at her daughter, wondering if she'd ever see her again.

This was the life she knew, and she had her mission. People could get hurt if she didn't fulfill it.

"Are we certain that the asset will be contained and will do her job properly?" a monotone voice asked from the shadows.

"HYDRA will always survive, even above all else, Doctor Fine," one of the superior officers said.

"Yes, and what of the Wayne Heiress, if she finds the information that her father found, that he stole from us…"

"She won't, we'll make sure of it," the Superior officer concluded. "We should be more concerned with what she's been doing for the seven years she has been off of the map. She was supposed to be crossed off along with her father at the same time. It was unfortunate that we failed to do that."

"Given the escape of the Parkers, one could argue that you've had plenty of setbacks," Doctor Fine said to them.

"We may have had setbacks. The Parkers escaping when they did was not one of them. They thought they lost one child already but in reality HYDRA gained her and she's been molded into one of our greatest operatives. She has been oriented to comply."

**To Be Continued On November 22** **th** **, 2014.**

* * *

**So that finishes off this second set. See you on November 22** **nd** **. No doubt there will be much to think about until then.**


	27. Vendetta Part One

**Chapter Twenty-Seven: Vendetta Part One.**

* * *

Spider-Man swung from building to building. He could be in a nice warm house right now, in front of a roaring fire, instead of not outside of a bitter New York winter. But he just couldn't. Not with what has been happening as of late. The friendly neighborhood web slinger thought of the events over the past month or so.

Doctor Octopus invaded SHIELD and hacked into the system, releasing some of the most armed and dangerous people in the world. The web head remembered some of that fight and his aches had aches because of it.

Most of the criminals had been rounded up and put back under custody. Spider-Man had been trying to track down the rest of them one at a time. He was currently after one of his most frustrating.

"You know, that was SHIELD's responsibility that those criminals were let out," Gwen said to him.

"But you know that I'm not going to sit on my rear end and let SHIELD have all of the fun," Spider-Man said. He cleared his throat.

"You wouldn't be you if you didn't," Gwen said. She consulted the notes that she had. She was currently procrastinating on a project, which she had to get back to.

"And besides, if you think about it, he's hunting me already," Spider-Man said and he landed down onto the ground. He tried to pick up the trail, which he thought had gone cold. "You'd think that people would get a better hobby than hunting other people."

Gwen quipped back in response. "You know some people could argue that you need a better hobby than going around and fighting people who are going to try and kill you."

"You know, I can't really argue with that point," Spider-Man said in amusement. The web slinger dropped down onto the ground and prepared to pick up the trail.

He could see footprints and used a line of webbing to pull out a broken dagger.

"Kraven is nearby, but he isn't normally so careless about dropping his stuff," Spider-Man said.

Gwen offered her two cents. "Maybe he's being hunted by someone else."

"The hunter is being hunted, oh the irony of the situation," Spider-Man said, taking a nervous step forward.

The web head walked over towards a skating rink where the footprints lead him. There were splatters of blood on the guardrail. He didn't know who the blood belonged to but he was sure that this was a sense of foreboding.

The trail grew cold and the web slinger ducked into the bushes.

He really thought that his spider sense was going to off. There was nothing. The fact that there was nothing as opposed to something caused the web slinger's sense of dread and he became completely nervous.

' _Okay, curious and curiouser,'_ Peter thought to himself.

He could see a figure move with quick agility and speed. It wasn't Kraven, he didn't know who it was.

Spider-Man had two choices, he could go after this person, or he could just leave it alone. He had to track down the hunter after all. The web slinger made a split decision to go after the person, wondering where he would go.

' _Okay, I must be out of my mind for doing this,'_ Spider-Man thought to himself, and he paused. _'Actually, I must be out of my mind for doing a lot of things. Fighting a bunch of people who could kill me even though I have this great power. Ah, the hazards of being a super hero. And the retirement fan quite frankly sucks.'_

The web slinger launched himself over a clothesline and he landed on the ground. He thought that he lost the trail.

Spider sense went off and the web head looked up into the air. A pair of feet knocked him in the face and caused him to crash down.

"I've got to find him!"

There was a frantic female voice, Spider-Man pretty much knew that. He also had been knocked on his ass. He recovered quickly. Shooting a line of webbing, he launched himself forward to try and get to her.

"She's making good time," Gwen said. She checked the security cameras in the city which she hacked into quite illegally. "I believe you can cut her off at seventh."

"I'm right ahead of you," Spider-Man commented and his web lines shot out, to block the path for her.

He dropped down and faced her. She was a woman dressed completely in white, with a glowing amulet hanging from her belt. She had a mask that resembled a tiger.

"This doesn't involve you!" the mysterious woman said. She rushed Spider-Man, trying to nail him with her claws. "Stay out of it."

"If it involves Kraven, it involves me, because he's been hunting me," Spider-Man said to the woman, and she paused for a moment.

"Then, I need to stop you for your own good!"

She rushed him and tried to take him down with a running jab to the chest. The web slinger dodged her attack and pushed her arm behind her back.

Spider-Man was surprised and she flipped into the air. She picked up a dagger and threw it at Spider-Man. He caught the dagger with his line of webbing and whipped it around. It was more of a warning shot than anything.

"Stay out of the hunt, or you'll get hurt," she said, sensing some heavy pheromones going at her. That didn't improve her mood. The amulet already played some havoc with her mind.

"Oh, well I guess that I'll go home if I'm going to get hurt!" Spider-Man yelled sarcastically. He whipped her into the wall.

He pinned her against the wall. She kicked him in the thigh in response and disappeared into the darkness as quickly as she arrived.

Spider-Man took chase after her and he swung off into the night. The web slinger was not going to let her get away that easily. Especially when he couldn't figure out whom he was dealing with.

The hunter watched from the shadows. If the two of them were predators, they had a lot to learn for sure. He would have a duel prize today, Spider-Man and the White Tiger. It would be his final and greatest hunt. He could hardly wait to complete his life's work.

* * *

"She can't have gotten far," Peter said over the communication link.

"No, she didn't," Kara agreed. She was there with Gwen and she joined in. "Maybe you want me to….."

"No, Kara, I can handle this, you have your own thing going on," Peter said. "Remember, the alien ship…"

"That's not important right now, besides its just one dead end after another," Kara said. She was about ready to smash something in frustration but Gwen held her hand back.

"Okay, Kara, cool it," Gwen muttered. "I know you're upset."

"There could have been more survivors, do you realize how hard it is on me to be the last of my kind?" Kara asked. She sighed and paused. "I mean, I don't want to sound all mopey and emo and stuff but…..the fact that millions of people died, that's not something that you just forget. I was trapped in that ship for years, it was lucky that Carol picked me up, and trust me when I say that."

Kara got up to her feet and started pacing back and forth like a caged animal.

"I believe you Kara, I honestly do," Gwen said. She clapped her hands on the back of Kara's neck and started massaging it. "And I also know that you're holding some guilt over something else…..but you know that if you need to talk about it, I'm here."

"Yeah, I know, and thanks," Kara said. She sank down onto the couch in Gwen's apartment. It was right across from ESU and it also doubled as a makeshift headquarters for Team Spider-Man.

"Doctor Henry Pym has gone missing," a newscaster stated. "Pym was known for the creation of an artificial intelligence that was believed to have changed the world."

"Knowing Pym and his past experiences, likely shrunk himself down to a size of an ant again," Gwen said, sighing. "Peter, do you have a visual on her?"

"I'm working on it, but she's moving pretty fast," Peter said with a frown.

"You do realize how dangerous high level AI is, don't you?" Kara asked.

"What, do you mean computers are going to take over the entire planet or something like that?" Gwen asked.

Kara paused and didn't say anything. She nodded grimly.

"Exactly like that," Kara said darkly. "I'm sure nothing that advanced can be created though, not for another couple hundred years or so."

"Well, guess we're going to have to wait that long for our computer overlords to take control," Gwen said. Her joke fell flat when Kara looked at her through narrowed eyes.

"And in other news, renewed funding for the MRD has taken place, with its new Director of Operations Slade Wilson vowing a zero tolerance policy against mutant aggression. Senator Robert Kelly backed this policy and stated that normal people shouldn't have fear the mutant threat."

"And I suppose innocent mutants who haven't done anything have no need to fear the giant killer robots that will snatch them out of beds at night," Kara said. Gwen turned to her and raised her eyebrow. "The big AI that the MRD is trying to create, to control these things….Oracle told me about it…she hasn't been able to find the base yet but….."

"It's bad, very bad," Gwen said. Kara nodded.

"Very bad," Kara said. She felt frustration. There were some things that super powers couldn't solve.

That was a lesson all of them learned.

"And in other news, missing billionaire heiress Helena Wayne has returned after being thought to be dead for seven years. She returned to take control of Wayne Industries, which had been rumored to be in the process of being purchased by OsCorp."

"Norman Osborn's dead, but it appears the legacy of his company lives on nicely," Gwen said. She brought up something. "Menken's trouble…..and then there's his son."

"I know Harry Osborn," Peter replied suddenly.

"Yes, I know, you knew him a long time ago," Gwen agreed. "We both did. But he left….years ago to get his head together. And it's Harold now…..I think he's made that clear in enough press releases."

"Did you get a visual on her, Pete?" Kara asked.

"I'm coming up on her yes, but she's playing deadly duck and dodge," Peter said.

"I'll be in touch, I need to check up on something," Gwen said. She got up to her feet and Kara followed her. She actually was meeting a friend of hers for dinner tonight. "I know you have plans tonight, if Peter and I need you, we're call you."

Kara nodded. There was a sense of uneasiness that she couldn't pinpoint completely.

* * *

Gwen Stacy was back at the computers of ESU, as Peter was doing that game of cat and mouse chase across the city. It was literally a game of cat and mouse, with the cat in question being the White Tiger.

Granted the mouse in question was a spider, so you couldn't be too literal.

She got a clear view of the amulet through the equipment in Peter's suit. It was time for her to run a check on it and see what she could find about it. Perhaps it would give her some insight on why this girl seemed to have such a mad on for Kraven. Along with a clue of who the White Tiger was.

Gwen hated to pry around like that except that she really didn't. She was getting better at being more creative into hacking into places that she shouldn't. Over the time the formula did more than evolving her and Peter's bodies and powers. It evolved to the point where their minds were capable of processing more and able to get the work that would take weeks done in hours.

They had to dial back their potential a little bit because prodigies that were that good were going have some unneeded questions. The fact that they got more than enough attention as it was made keeping a low profile impossible. Gwen resigned herself to not having an easy life and she was perfectly okay with it. She didn't want to make it any harder on herself.

Never mind that, she needed to find the amulet and see what she could do to bring it up.

Gwen decided that the first and easiest place to track down the information was the SHIELD database. That would have ever vital information.

Gwen was really pleased to see that they seemed to update their security.

' _Shows that you're learning,'_ Gwen thought. She smiled and broke her way into the SHIELD database system.

Gwen pulled out a sketchpad and detailed the security flaws that she found. She would pass it on to Kara to pass it on to Carol who would pass it on to SHIELD. Or if she ran into Fury again, she would just pass it onto him.

To be fair, this security system would be far more difficult to hack than the last one. That being said, practice made perfect and Gwen tried to perfect her way into the SHIELD security system.

Almost there, and she was about ready to find the information. She noted that there were a few dangerous and exotic artifacts. Some of them had been believed to be lost but had been in a secret SHIELD facility that wasn't even detailed on the system.

Gwen figured that if she dug around, she could find out. The blonde had no reason to think she wouldn't find what she was looking for.

' _Jackpot,'_ Gwen thought.

She would have done a little dance if she hadn't looked so foolish in doing so. Amusement filled through her eyes when she let out a sigh.

She had seen the amulet that was hanging from Peter's mysterious pursuer, the aptly named White Tiger amulet. She figured that Peter was still on the hunt, so it was time to cash in and talk to him.

"Hey, Pete, did you have any luck with your mystery friend?" Gwen asked him.

"No, I didn't have any luck," Peter commented in a despondent tone of voice and he crossed his arms together and sighed in frustration.

"Well it just so happens that I might have some information for you," Gwen told him and Peter's voice perked up.

"But, that's great!" Peter yelled out loud.

"Yes, thank you for blowing my ear drum," Gwen said dryly and Peter stammered an apology. "Yeah I know, you're excited, it happens, believe me, it happens."

Gwen chuckled underneath her breath and decided to give him the information.

"Your mystery person, her name is White Tiger, and she might be the third or fourth to hold that role….the others have been killed under mysterious circumstances," Gwen said and she frowned.

"Only they're not so mysterious, are they?" Peter asked her and Gwen shook her head in response.

"No, Pete, it's not so mysterious," she agreed and she sighed. "The most obvious suspect to the attacks would have to be everyone's favorite big game hunter, Kraven."

"Well that's nice," Peter commented to her.

"That's about what I thought," Gwen replied, chuckling in agreement. She flipped through the papers and paused. "But, I've found out the name of the White Tiger. She's actually a classmate of mine at ESU."

"You hacked SHIELD's database again, didn't you?" Peter asked her.

"There are many teen and young adult heroes that are being watched by SHIELD, some more closely than others," Gwen said with a smile. "You want to know what they're saying about you?"

Peter gave a grimace. "I'm almost afraid to ask what they're saying about me but have at it."

Gwen did have at it, giving an amused chuckle in response. "Well you could be potential Avengers material. However, you and Stark on the same team would be Nick Fury's worst nightmare come to life."

Peter nearly fell out of the sky with that revelation.

"Seriously?" Peter asked.

"Yeah, seriously, but there are a few things that I need to tell you about her," Gwen said. "Her name is…"

* * *

Ava Ayala stumbled back to her dorm room, hoping that she didn't get followed on her way back here. The problem was that she ran into the infamous Spider-Man. She didn't know why Kraven targeted him like he did.

Kraven's war with her was personal. Kraven wanted to acquire the amulet that her older brother gave her when he perished due to wounds from the battle with Kraven. Ava felt determined to spill the hunter's blood.

The use of the amulet caused her to become more and more deranged. Her eyes closed when she drew in a deep breath.

' _Damn it,'_ she thought to herself.

She needed a meeting with Spider-Man. The problem was that they got off on the wrong foot. She assumed, and potentially rightfully so, that Spider-Man stepped in her way. Ava treated him like every other enemy. The White Tiger attacked her enemies, perhaps with increasing brutality after she hit the age of eighteen.

' _I need to find someone who can put me in touch with Spider-Man and maybe his companion…..actually he has several companions,'_ Ava thought to herself.

She saw his movements in her eyes and how he backed her against the wall. The only reason that she lashed out at him was that she couldn't help herself. For all that she knew, he could be an awful person behind that mask.

He did fight when SHIELD was compromised so he got some hero points based on that. Ava couldn't figure out precisely where he stood though.

There was only one thing that she needed to do. Her neighbor across the hallway, Ava had a sense that she knew how to get in touch about Spider-Man. Her father was one of the police officers that were more sympathetic to the cause of Spider-Man. At least that's what the information she heard was.

Ava determined that she had pretty much nothing left to lose. She opened the door and held the bag over her shoulder.

The throbbing motion from between her ears was ignored and the dark haired girl walked towards the room. She raised her hand and slowly knocked on the door. She waited for an answer on the other side of the door.

The door opened and Ava came face to face with Gwen Stacy.

"Gwen Stacy?" Ava asked her.

Gwen frowned when she saw the girl. "Yeah?"

"I'm Ava Ayala, we had a couple of classes together," Ava told Gwen.

Gwen's eyes burned with recognition as she looked at the girl. The same girl that her and Peter were discussing just a matter of moments ago. It was just weird how things went down. Almost as if there was some mysterious force that planned this.

Gwen thought about going across the hallway and talking to her. There was no need right now.

"Oh, yeah Ava, I just wanted to talk to you," Gwen told her.

Ava slowly put two and two together. She wasn't stupid. And if she was honest, she was surprised that more people didn't put things together.

"I don't care what you have to do to get it done, but I need a meeting with Spider-Man and the Goblin Queen," Ava told her. Gwen raised her eyebrow at this insistence of a meeting.

"I think that I can accommodate you," Gwen commented in a light voice. "But why?"

"I'll explain it in a moment, but…I think that we should go somewhere else," Ava said nervously.

Gwen saw something flash through her eyes. There was no question about it, the girl looked like she was constantly staring over her shoulder. After she had been dealing with Kraven, Gwen couldn't really blame the girl at all.

"I know what you're thinking about and trust me, I don't think that no one is inside this dorm room," Gwen commented to her. "But, I'll get you your meeting with Spider-Man and you can explain everything to his face."

"And the Goblin Queen's face," Ava inquired.

Gwen smiled. "Well technically they're both wearing masks."

Ava realized that she could have outted her secret identity. Given that SHIELD had pretty much all of those things on record, it was just as well. Still she tried to maintain the illusion that she had some kind of secret identity.

The power of the amulet taunted her and there was thoughts that burned through her mind. She would figure out where Spider-Man stood. Maybe she could help him and not be the hunted.

There was strength in numbers and strength with running with a pack.

* * *

A dark haired woman wearing a sports bra and tight black yoga pants stretched herself. Numerous battle scars adorned her back. The twenty two year old woman lived a rough life. When most girls obsessed with going to the prom, she was fighting in hell.

Helena Wayne returned back to the world, not because she wanted to but because she needed to.

"You know, I didn't believe you at first," Helena said.

"And I thought that I was the one with super senses, but you can see me coming," a voice in the shadows commented.

"That's what happens when you master your surroundings," Helena commented. "I've come back to take my company back and a lot of people hoped that I would be fish food a long time ago."

"You nearly were a couple of times," the voice in the shadows commented. "Are you going to get in touch with…"

"I wished that I could have announced my rebirth personally and this isn't the way that I wanted her to find out," Helena said. She slammed her fist over and over on a bag again. "But I need my company back. I refuse to let it fall into the hands of anyone with the last name Osborn. But I think that I need to thank Emma for using her connections. What they found helped me lean on the board and convince them that they were doing the right thing not selling to Osborn."

Helena did a lot of things that would have her father rolling over in his grave over the past seven years.

"The Board was about ready to sell out at bottom dollar before Norman went on his extended vacation," Helena's companion commented. "Your father…"

"Died so I could live, died so Gotham City and the rest of the world could live," Helena said. She stretched her arms. There was a long scar running down her shoulder all the way to her hip. "Some scars never heal though, do they?"

She finally took a breath to cool down.

"HYDRA still lives, after all of these years, and after my travels, after my trials, I'm here to end that," Helena said.

"Do you know where they are?"

"No, but the information my father stole is here in Gotham City, somewhere, I just have to find it before they do," Helena said. "Ivo's research, if HYDRA had recovered it, we'd be under their banner now."

Helena smiled when she looked in the showers.

"We begin tonight, even if we have to turn every brick in this city upside down," Helena said.

"Is it time to hit the showers?" the figure in the shadows asked. She leaned out of the shadows to reveal a blonde with short shoulder length hair, blue eyes, and a busy figure. She wore glasses and was dressed in a form fitting female business suit.

"After you," Helena said, waving her off.

"What about Peter….you know Peter Parker?" she asked. "And Gwen Stacy?"

There was a note of sadness in her voice when she spoke of them.

"Yes, we'll have to make contact with both of them," Helena said with a stoic nod "And I'm sure that you'd like to be reunited with yourself."

"Do you realize how insane that makes you sound?" the blonde asked.

"That's the furthest from the things that makes me insane," Helena said without any humor in her voice. "Let's hit the showers, Kara. Or is it Karen now?"

* * *

The White Tiger scaled up the nearest building. She hoped that she was going to get some level of clarity because of this situation. Already she was completely and utterly nervous because she was putting someone in danger. The only thing that gave her some comfort was the fact that she put someone in danger that already was in danger.

That only caused her to be relieved a little bit. She could feel it spitting freezing rain ahead of her. That could make things difficult and also make it difficult to spot an expert hunter like Kraven. It was especially hard at any other time but to deal with him in this weather, it was a nightmare that was come true.

Her eyes closed and she breathed in heavily. Her arms kept down onto her chest and folded them over.

' _Okay, this is the worst,'_ she thought to herself. There was something that thumped in the back of her mind.

A flash of light erupted above her after a brief second. It was just the lightning flashing across the sky.

"You wanted to see me."

She spun around and poised herself for an attack. She only backed off herself a little bit. The glimpses she got of her when she tried to attack him didn't really do him all that much jusice. He was dressed in what was a heavy and insulated suit.

"Spider-Man," she said and she looked at him. She second guessed what she was doing. "You shouldn't have gotten involved."

Spider-Man jumped on her and asked a question. "Weren't you the one who wanted to get me involved in the first place?"

She clutched her fists together and nodded. "That isn't the point and you know it."

"What is the point then?" Spider-Man asked her and the woman who stared at him frowned at him.

"The point is that this hunter came over her to get you, but you're just another notch on his belt," she told him. The White Tiger felt a feral fury wash through her.

"You're trying to figure out how to best handle your powers too, aren't you?" Spider-Man asked her.

The White Tiger shook her head and gave a coughing hack. "You don't worry about it. It's power that you won't even understand."

"Try and see how much I understand it," Spider-Man said. In a stupid, foolish impulse he reached towards the amulet.

She swiped at him. Spider-Man jumped back and bent his knees. His eyes flashed and narrowed for a second when he stared her down.

"You don't understand anything," she whispered underneath her breath. "I could have taken your arm off."

"You've been trying to be high and mighty, fighting your inner nature," Spider-Man said and he understand how much of a tight rope act that was. "And your inner nature is winning, with help of the White Tiger amulet. It was the same test that drove all of the people underneath that mask that drove you."

"Oh and you think that you've got me figured out," Ava said, crossing her arms.

"I'm not late to this party, am I?"

The Goblin Queen showed up, dressed in a warmer cloak that normal. Her pyrokinetic powers should be able to warm things up even more.

"No," Spider-Man said with a smile on his face underneath his mask. "You're here just in time."

"You were the one who wanted the meeting," The Goblin Queen whispered her. "You're not backing off on it, are you?"

The White Tiger jumped to the defensive. "Absolutely not, I'm not backing off, I'm just….it's just complicated."

"If it's complicated, then try and simplify it when you can," the Goblin Queen commented and the White Tiger frowned. "You're both being hunted by the same man, don't worry about it."

"I am worried about it," The White Tiger said through gritted teeth.

"You're scared about what would happen if Kraven attacks you."

Ava sighed. That was the problem. He pinpointed exactly what she was feeling. She found herself terrified by the fact that Kraven could take her in and take the awesome power of the White Tiger amulet for himself.

' _Maybe I should just give it to him, I wouldn't have to look over my shoulder all of the time for him,'_ she thought and she clapped her hand to the top of her head. _'Oh, what am I thinking anyway? I'm not going to do something like that.'_

"You know that the power falling into his hands are dangerous," Spider-Man said and White Tiger glared at him.

"What, have you read my mind?" White Tiger asked.

"More like your body language," Goblin Queen commented to her. "It's pretty obvious what you're thinking about."

White Tiger thought that she shouldn't be this obvious. The two of them knew her pretty much. As an honor student, Ava was impressed that someone like that did their homework.

"He's not going to stop hunting just because he has the amulet," Spider-Man said. He reached forward, touching his hand to her shoulder gently.

This time Ava didn't lash out and attack him.

"After, I nearly took your hand last time, you're pretty much living dangerously putting your hand on me even slightly," Ava told Spider-Man.

"Well, just call it some kind of gut feeling that I have," Spider-Man told her from a smile. "I've learned to trust my gut. It might end up screwing me over in a really bad way, but I've got to try."

"Even though you know that you're going to be screwed in a bad way?" Ava asked him and Spider-Man nodded in agreement.

"Even though I know that I'll be screwed in a bad way," Spider-Man said and he almost thought that he could hear his spider sense off.

Ava felt something was coming around her. The dark haired woman shifted her shoulders back and jumped down to another building.

She heard Spider-Man swing down and the Goblin Queen dropping down right next to her.

"Nothing?" Spider-Man asked her.

The White Tiger caused silence to happen when she looked around. She managed a three hundred and sixty degree view of her head. No matter how long she looked, she couldn't find Kraven. The Hunter was still playing games. The only thing she clarified was the fact that the hunter wasn't directly underneath her nose.

"He's close, I just don't know where," The White Tiger confirmed.

Spider-Man decided to be confident despite himself, and despite the fact that he knew it was misplaced. "We'll find him."

White Tiger nodded in agreement.

"Yes we will."

* * *

Kraven the Hunter smiled, he couldn't believe it. The hunt almost seemed so unsatisfying when his prey lined themselves up in one central area. Honor only got someone so far, especially when it was personal. This vendetta gone one step beyond a normal hunt. The White Tigers have been fighting Kravinoffs for as long as he can remember. The youngest and newest White Tiger was the latest target for him.

She thought that she could hunted him and take him down. The hunter found that much amusing.

The fact that Spider-Man thought that he was a greater predatory than Kraven also amused him as well.

There was a lot of amusement flowing through the mind of the mighty hunter now. The Kravinoff legacy was on the line.

"My young friends, I can take you down at any time," he whispered and there was a whisper in the wind. "I can take you out pretty much any time that I choose. It's just a matter of when I chose to do so."

The Hunter prepared to set a trap. It was time, Spider-Man, the White Tiger, and the Goblin Queen were there. It was three targets for the price of one.

He would have to thank Doctor Octavius about his enhancements; it allowed him to achieve his full evolution. The Hunter's mouth twisted into a grin.

"Let us begin the hunt tonight."

**To Be Continued On 11/26/2014.**

* * *

_So, we've got this chapter to start up the 27-40 set of chapters. Season 3 for lack of a better term of Side Effect is a go._

_Ava was supposed to be introduced far sooner. In the same scene that Kara/Kitty/Amanda were introduced in. Both her and Donna Troy in fact. Scene didn't flow quite how I wanted it to back in Chapter 27. But she's here now._

_So we've got a lot of talk about where AI goes wrong. It's almost like I'm foreshadowing something in the future, isn't it? Some old ghost from Kara's past perhaps?_

_Exposition news network reminds us what the MRD is up to._

_So, Helena shows up in the flesh. And she's brought someone along with her. There's a lot that ties back into the incident where HYDRA experimented and also interrogated Peter's parents.  
_

_In the jungle, the concrete jungle, Kraven hunts tonight. Part Two coming up on the 26th._


	28. Vendetta Part Two

**Chapter Twenty Eight: Vendetta Part Two.**

* * *

 

All the hunter had to do was wait for his prey to come to him. They thought foolishly that they were the hunters now. They still had a few more lessons to learn and those lessons would be extremely painful. The harsh elements caused them to become slow and weak.

' _Bah,'_ Kraven thought to himself. He was disgusted that they thought that this winter was awful. _'This is absolutely nothing. These New Yorkers are weak and soft if they think that this is the worst weather that they can sustain. I have hunted with little more than the clothes on my back and my bare hands in far worse areas.'_

Kraven sensed something arriving on the parimeter and he dipped back into the shadows. His beady little eyes watched. Greed flashed through them as he would have them now. Spider-Man was supposed to be only a test of his abilities. It was the fault of the web slinger to make it personal.

The hunt for the White Tiger, it was always intended to be personal. The hunter lifted the spear and waited to make his move. He mapped out the trap and visualized that he would take his prey. Only after humiliating them and only a really stupid animal would fall for many of the same things that your average human could.

Spider-Man dropped down and looked around.

"Yeah, Kraven's here pretty close," Spider-Man said but so far there was nothing that triggered his spider sense.

The good thing was that the Daily Bugle communications Jumbotron was frozen up. The giant billboard with Jameson's face plastered of it was covered up with so much snow that it was an obvious improvement.

Spider-Man stopped and paused. White Tiger did the same thing and the Goblin Queen completed the trifecta by copying their movements.

"Are you thinking what I'm thinking?" Spider-Man asked them.

"Yeah, I'm thinking what you're thinking," White Tiger agreed and they came inches from being blown to bits.

A barrage of darts went after them. Spider-Man used his agility to dodge the attacks and launched a web line into the shadows.

The hunter escaped detection and Spider-Man followed his progress with his eyes.

Spider sense went off again and Kraven tried to come down onto Spider-Man with a huge hunting knife. He dodged out of the way and Kraven rammed the knife into the cold of the snow and ice.

"You grow weak out here, in the cold, while this hunter has adapted and he will thrive," Kraven said. He practically foamed at the mouth, looking absolutely nuts when he lunged forward.

Gwen thought that it was all good and well that he adapted to the cold weather. How well did he adapt to the heat she wondered? She would find out in a matter of moments. The blonde lifted her hands up and she sent a jet of fire at her enemy.

Kraven ducked his head and rolled out of the way.

"You think that your little tricks will be able to stop….."

Spider-Man took his legs out from underneath him. Kraven flipped down onto the ground and Spider-Man twisted his arm around his back. The Hunter struggled and tried to fight out out of his grip.

"You know, I sound like a hypocrite when I'm saying this of all people," Spider-Man said. He struggled to hold Kraven in but he broke free. "But you talk way too much."

Kraven tried to jam Spider-Man with a spear. The web slinger latched onto the spear and pulled it out of his hand. With a somersault, he launched himself up.

A series of rapid fire kicks stunned Kraven. One of them caught him flush in the chest. The hunter staggered and almost slid over the edge of a nearby building. He was hanging on and nearly flung over the ledge of the building. He hung on and regained his footing with the expert skill one that would expect from him.

The web head gave Kraven a huge rapid fire punch and Kraven flew backwards.

"This one is mine!" White Tiger yelled and she shoved Spider-Man to the side.

"She would have to pick the wrong moment to go feral," Gwen said and she placed her hands on the side of her hair. She was extremely tempted to rip her hair out by the roots on sheer principle. She just managed to hold herself back.

Peter raised his eyebrow. "You mean that there's a right time to go feral?"

Goblin Queen looked down a deep frown on her face and she gave a heaving sigh of relief. "You know what I mean"

He knew what she meant and he avoided being snapped up by a bear trap. He carefully looked around to ensure that there was no more tricks up Kraven's sleeve.

"Say what you want for this guy, but he plays for keeps."

The White Tiger crouched down on the ground. Most people would just have left well enough alone after the fall that Kraven sustained. The White Tiger was not one of these people. She wanted the hunter and she wanted to wrap things up in the worst way.

"You're just like the others, you never know when to leave well enough alone."

A bright flash of light could be heard and the White Tiger gagged suddenly. She slumped over and Kraven made sure to chain her up.

"Come with me, you'll be perfect bait for a trap."

* * *

 

Ava cursed her luck, she wasn't normally this stupid. Now that her head was cleared, she could see Kraven dangling the amulet out in front of her.

"Looking for this," Kraven said. There was taunting in his voice.

"You're still as vain as ever, I see," Ava said. She gripped her hands on the bars. "I wonder how you're able to gain acclaim as a hunter when you can't even…"

Kraven whacked the side of the cage nice and hard. That caused her eyes to grow as wide as saucers when he looked at her through a piercing gaze.

"You child will be silent," Kraven whispered to her and his voice sounded extremely raw. "I'm not in the mood to deal with these games. I have the amulet, and you're just merely bait."

"You're using me as bait, oh I don't think that you know who you're dealing with," Ava said. She would have ripped his eyes out if she was given half of a chance.

Unfortunately Kraven was savvy enough to figure this out. He kept at arm's length from her.

"I'm dealing with a brat who isn't worthy of the legacy and isn't worthy to wear this costume or this amulet," Kraven said, dangling the item in question.

"You don't know what you hold in your hand, do you?" Ava asked.

"I hold something that any man would give their right arm for," Kraven said and he held out the amulet. "You can see this, can't you young one? You can see the power that I hold in your hands."

Ava's eyes widened and she could see him. He was completely and utterly insane.

"Upon your death, the White Tiger legacy will be no more, and my greatest hunt will be completed," Kraven said and Ava tried to kick her way out of the cell. She only received a stubbed toe for her efforts. "There is no use struggling, you will need every last breath that you have."

He placed his arm through the cell and cupped the girl's chin. He forced her to look at her.

"I wish to see everything that you're going through once I annihilate you and you need your strength," Kraven said with a chuckle. "Just calm down, soon it will be over. It will be like going to sleep one final time."

"Insane," she hissed underneath her breath. "You are completely and utterly insane. You are completely and utterly out of your mind."

"That's the assumption that you have, child," Kraven commented with the smirk on his face growing wider. "But we'll see in the end, who holds the power."

Kraven had been called far worse than mad. With each hunt, he proved his superiority against the wildest of beasts. There was still one that eluded him and soon he would go after the girl.

"The only reason that you do not die upon your last breath is because I'm going to restore my honor and defeat Spider-Man,' Kraven said to her. "Because if it weren't for him, I would have not needed to seek alternate means to stay alive. I would not be forever in the debt of Otto Octavius."

"Well you're going to kill me now," Ava said and she could feel his arm retract from the cell. She would bite him but to be honest she didn't know where he had been. "From a case of monolouging me to death."

"You think that this is a game."

"No, it's not a game, but you think that it is," Ava said. She once again tried to find anything. A flaw in the cell would allow her to break on out. "These aren't your little animals that you're hunting."

"I told you, I have a legacy to fulfill, something that you'll never live long enough to understand," Kraven said and he swung the amulet in his hand. "You can't withstand the power because you're weak. You're not at hand with the beast within. Your humanity has caused you to grown soft."

Kraven chuckled.

"You and Spider-Man are much alike, both of you think that you have all of the answers," Kraven said and he gave a ragged cough. "No, you see, it will be Kraven who changes all of the questions!"

"Really, you're full of yourself," Ava said, but her voice was full of less bravado than it was normally. She deflated against the cell and her breathing increased. The woman's breathing heightened and she closed her eyes.

She would like to think that she would have an out with something like this. However there was no problem, there was no way out. She closed her fist into a hand, flexing her hand and she opened it. She looked at the palm of her hand and a prominent sigh escaped her lips.

It was proving to be one of those days.

"He approaches, soon you will be put down and the power will be mine."

* * *

 

"And we're willingly walking into a trap," Spider-Man told Goblin Queen.

Trap or not, this was where they trapped the White Tiger.

"You know, we're not really walking into a trap if we know it's coming," Goblin Queen said, but she really wished that she was more confident with her own words as much as anyone else. Her heart kicked a beat and raced tightly.

They could see Ava in a cage and trapped. They could see the hunter talking to him.

"And he's monologing her to death," Spider-Man said and he wanted to lift his hand and face palm himself into a catatonic state.

Kraven was someone who liked to talk. He could back it up in the hunt. His vanity and his obsession with honor were two traits that caused him to never let a situation go. The fact that the thrill of the hunt was like a drug. It made him completely mad. Spider-Man would be a fool to deny such a thing.

He formed a diversion, sending one of his miniature spiders in the door. He moved away to the window.

A large rope wrapped around Spider-Man's ankle and slammed him down onto the ground. The hunter stood over Spider-Man.

The web slinger blocked the hunter's knife and drilled an elbow to the side of his head. The two fighter's stood face to face with each other.

"Come Spider-Man, I'm going to have you now!" Kraven yelled.

"You know, you really need a hobby," Spider-Man said, and he swung his foot to the knee of his adversary. "That doesn't involve hunting me, you know that don't you?"

Kraven held a pair of knives and plunged them towards Spider-Man. The web slinger dodged the attacks and landed on his feet. A series of kicks rocked Kraven in the chest. He was knocked back.

He threw something at Spider-Man. A cloud of dust went into the air to allow some kind of choking dust.

White Tiger watched Spider-Man and Kraven fight. The Goblin Queen showed up outside of the cage. She broke the locks of the cage without a second thought.

"Good," White Tiger said and her knees buckled out from underneath her. "Thank you."

White Tiger charged Kraven. Kraven grabbed White Tiger around the throat and slammed her down onto the ground. He lifted a knife up and tried to slice her throat.

"No, I don't think so," Spider-Man said, latching onto the web line to the knife and he slammed his foot into Kraven's chest.

The Hunter refused to go down. Spider-Man slammed his punches into the hunter. The hunter blocked one of his hands and knocked Spider-Man back.

The Goblin Queen used her telekinesis to launch Kraven's knives back at him. The hunter dodged most of the knives flung towards him. One of them cut him in the arm and staggered him. He dropped to one knee, blood gushing from the side of his arm. He gritted his teeth and tried to push himself up.

"No, no, no, I can't, I can't," Kraven growled underneath his breath. He rubbed the side of his shoulder and he could feel a stinging sensation going through his arm. It was difficult for him to hold himself up.

He collapsed down onto the ground, the blood continued to gush hard from his shoulder. He gritted his teeth in an extremely painstaking manner.

"You can, and you have," White Tiger said. She lifted up the amulet with a brand new and renewed fury burning in her eyes. "This hunt ends right now."

Kraven picked up a spear and tried to run it through her. She dodged the attack and expertly landed on her feet. She took her enemy's feet out from underneath him and slammed him hard onto the ground.

A loud thump resounded when the hunter was now flat on his back. She reached up and yanked the spear out of his hand.

The woman's eyes flashed over in anger and she tried to gut her adversary with the spear. He blocked the attack with his hands.

Spider-Man rolled in and knocked him with a series of kicks. That caused him to fly out of the window and land hard.

"I could have finished him off!" Ava yelled but suddenly her anger faded.

Not because she calmed down. Rather because she fell down to her knees. Her arm cradled off by her side. The after effects of the injuries she sustained caused her to bite down on her lip. She kept breathing in and out, the agony of what she felt prominent.

"It's going to be okay, we're going to get you help," Spider-Man said and he could see that she got nicked hard.

"Yeah, I guess I need help," Ava offered. In response to this the Goblin Queen helped her up.

The most awful fact about tonight was they looked down and Kraven was gone. They wondered if his wounds were mortal enough to take him down and keep him down. Until they found a body, they weren't going to know for sure.

That was the number one rule of being a super hero. If there was no body, than the person wasn't dead, and if there was a body, there was always doubt that the person might be dead. It could be a clone or some other duplicate.

* * *

 

Ava thought that this could have ended a lot worse than it really did. She sat on a bench, dressed in nothing but a tight black bra and white shorts. Spider-Man wrapped her shoulder the best that he could.

"I'll be fine, just a little sore," Ava managed. She winced when she made a sudden movement.

She really wished that this hunt could have ended in a more ideal manner. The woman shook her head and gave a long sigh.

"Yeah, you could have been more than a little sore," the Goblin Queen said. "There was no sign of Kraven. With his injuries, he'll be on the shelf for a long time."

"Yeah, he would be, but we should have finished him off at the earliest opportunity," Ava said, folding her arms and there was a slight sneer of agitation that went over her face.

"But that would have meant that your injuries went untreated," Spider-Man said and he ran his hand over her shoulder. She flinched for a second and he leaned in towards her. "Let me know if it hurts."

"No, it's fine, it's really fine," Ava said. The pain was fading. She was a survivor.

She could fill a stirring at the pit of her stomach and she wondered if she could ever fulfill it. The thought of this young man stirred some amazing emotions deep inside her. Her eyes fixated on the web slinger when she frowned.

"Are you sure that you're okay?" Gwen asked her.

"Yes, I'm fine, I'll recover, that was the first time that I almost got beaten within an inch of my life," Ava said.

"All of us have been down that road," Spider-Man said and he looked at her.

"What are you looking at?" Ava asked, feeling the desire to rip his clothes off and take him every way.

It was a primal urge that was pushed along by those pheromones that pumped out to her. She leaned her head down and shook it. Biting down on her lip, there was a lengthy sigh that came out of her body.

"Nothing, but I'm feeling a bit overdressed," Spider-Man told her.

Ava frowned, that was a good point. He was overdressed. She resisted the temptation to rip his clothes off of him and have some pure animalistic sex with him.

"Well, I have my mask off and you know who I am," Ava said and she got to her feet. She still felt light headed from the blood loss.

"Here, take this, trust me, it will help," Gwen said, handing Ava something.

Ava sniffed it for a second. It checked out mentally and she took it. Sure enough, it made her feel better. That caused her to relax a little bit.

"So, you still have your mask on?" Ava asked him and she placed her hand on his chest and slowly ran his fingers down there. "Do you have anything to be ashamed about?"

Gwen grinned, pulling her hood down and her blonde hair went in disarray when she looked at Ava.

"Trust me, honey, he has absolutely nothing to be ashamed about," Gwen commented and her wicked grin made it look like she wanted to have her wicked way with Ava.

The White Tiger shuddered. Her bravado grew stronger when she looked at him and she placed her hands on the edge of the mask. "Then, if he has nothing to be ashamed about, then he should really prove it. Take off the mask and see if he has nothing to be ashamed by."

The ball was in the court of the White Tiger and now Peter smirked. It was her move and he admired how well she manipulated things forward in this game of chess.

"If you want to play this game," Spider-Man said and he removed his mask. "I'll be obliged to do so."

Ava looked into his eyes and the face matched the body that was underneath that tight Spider-Man costume. She placed her hand onto his cheek and slowly ran her hand down his cheek. A bright smile popped over her face when she stared into his eyes.

"Gorgeous," Ava whispered, biting down onto her lip. She really couldn't say more than that. Her eyes met his. "So, you have nothing to ashamed about, and I should have known, I've seen you around Campus, and…I thought that you were one of the student teachers, or something."

"What does that say about me if you thought that he was one of the student teachers?" Gwen asked, her eyes locked onto Ava's in a challenging manner.

Ava waved off her hand and she frowned. "You know what I mean. But there are a lot of girls on this Campus who would like to get you into their bed."

"I'm sure they would," Gwen said with pride in her voice.

Ava blinked, she couldn't believe this, but it intrigued her. Her heart beat hard against her chest and she tried to reconcile everything in her mind. The girlfriend was encouraging this behavior. That wasn't a complaint, more like an observation.

"But a lot of them, they're just a bunch of superficial bitches," Ava continued and Gwen smirked, if that wasn't the truth, she didn't know what was. "I mean, sure they might be good for about a few minutes of amusement, but….."

Ava hung her head, she said way too much to be honest.

"And you'd want Peter in your bed, wouldn't you?" Gwen asked the Hispanic girl.

Ava frowned and she tried to protest that she wanted nothing of the sort. Her soaked panties said something completely and totally different. She couldn't believe the extreme heat that boiled between her thighs.

She needed this, she wanted this, she was going to have to take this, in every single way possible. The dark haired girl ambled forward.

"Don't worry, I wouldn't think that you were a superficial bitch if you did," Gwen said. She gave Ava a suggestive wink.

Ava pounced on Peter, quite literally, she kissed him on the lips, and started to remove his costume.

She growled when she couldn't get it off. Gwen snickered and took pity on her, slowly helping her remove the costume from Peter.

Ava practically purred when she saw Peter's hard body. There was one thing that this young woman couldn't deny and that was that he worked out for that body. Her hands slowly trailed all over his body and felt him up. Her hands cupped his crotch and she closed her eyes. Her tongue trailed over lips when she continued to work him over.

"This is amazing," she whispered underneath her breath and her hand slowly stroked his manhood up and down. She felt it grow underneath her hand when she played with him and that was just the tip of the iceberg.

She removed his underwear and the Ava felt faint. She dipped down to her knees and her hot mouth took his throbbing cock deep into her throat.

Peter's hands grabbed her hair and Gwen smiled, watching the show.

Ava gave him a sloppy and sensual blowjob, her lips smacking together when she brought his firm tool deep into her mouth. The girl was determined to make him pop and she didn't care what it took to rear that point. Her soft hand massaged his balls and she worked him over, bringing him closer and closer to the edge.

"Oh that feels so good," Peter grunted. In response to his words of phrase, Ava picked up the pace, her hot lips sucking him even more.

There were only seconds before Peter felt the roaring rush that was to come. His manhood twitched in her mouth, hardening, and he slammed himself deep into her mouth.

Ava tilted her face back. He pumped his load into her mouth.

"Still hard," Ava whispered when she finished up. She sauntered to her feet with a smile.

Her pussy hungered for his meet.

"It's time to fuck the pussy's pussy," Gwen said. She pushed her fingers into Ava's twat.

Ava didn't think that a girl finger fucking her like this would feel so good. She could see the thick log between Peter's legs and she felt completely faint.

"Give it to me, I need it," Ava breathed and she watched Gwen tasting the juices from her fingers.

That caused Ava to grow completely faint with desire. The dark haired girl walked over, resting her hands on Peter's thighs. She was close to having him enter her.

One push would bring him inside. Ava pulled herself up and sank herself down onto his rod. She felt his tool fill her body.

Ava's walls clenched hard around his body. She felt the rush blow between her dripping thighs. She held onto his shoulders and slowly began to ride his manhood up and down. She rocked herself down upon him and the rush increased. The pleasure doubled the more that she worked herself onto him into a frenzy.

"God, so good, so good," Ava moaned and her tight walls clenched around him.

"Yeah, you feel so good," Peter whispered. The Hispanic girl spread her legs wide and far, taking his huge cock deep into the depths of her tight body.

Gwen used her telekinesis to torment Ava a little more. She encouraged the girl to ride Peter like he had never been ridden before.

Ava rose to the challenge, wrapping her arms around Peter's neck. She bit down on her lip and lust burned through her body. It kept spiking through her body when she spiked herself down onto Peter's tool.

Her legs spread again and he worked himself deep into her.

"So, are your hands the only thing that can stick?" Ava whispered. No sooner did she say that, she could feel Peter cling to her insides.

"That answer your question?" Peter whispered, and Ava used her immense leg strength to roll Peter over.

She wrapped her hot walls around his tool and forced herself down onto him. "Oh yes…..believe me….it does."

She punctuated each and every statement that she had by slamming herself down onto him. Her wet walls caressed his manhood and she worked him over.

Gwen smiled, stripped completely naked and her legs spread over Peter's face. Peter's tongue inched into her and took her dripping pussy in his mouth.

"God, that's so hot," Ava moaned. Her pussy responded to his intrusions and clenched his tool in response.

"You've seen nothing yet," Gwen whispered and she tightened her grip around Ava's nipples, squeezing them. "You've felt absolutely nothing yet, and you know that."

"Yes, I know that!" Ava moaned. She felt Gwen's fingers work her over.

She knew all of the right spots to hit to be hit. His manhood felt squeezed with her hot pussy.

"Oh god, oh god," Ava moaned at the top of her lungs. She balanced herself on his tool. She kept bouncing even higher, gaining momentum when she rode around him.

"Yes, you know what he is, and you know what you can do to you," Gwen said with a grin, and she felt Peter's very able hands work her over.

Ava felt a shuddering orgasm and she shook her head. The woman slid off of him, her pussy soaking wet and she collapsed back on the bed.

Gwen bounced on Ava, showing who the Alpha female in this scenario was. She grabbed Ava's thighs and worked her tongue deep into her body.

"That's good, that's really good," Ava whispered, feeling Gwen's tongue work into her.

Gwen's pussy was primed and Peter hovered over her. He slammed himself into her.

The deep moans that Gwen gave into Ava's pussy caused the Hispanic girl to moan again. Her juices splashed up into Gwen's face.

"Lick me clean," Gwen ordered her.

Ava grabbed Gwen's face and gave her a searing kiss, her tongue working deep into her mouth. She furiously rubbed her clit and slowly licked her own juices off of her face.

"Oh god, that's hot," Peter whispered and he felt Gwen's body. He felt her orgasm coming.

"I want some of that," Ava said, biting down on her lip. Her eyes greedily watched Peter slide in and out of Gwen, her greedy eyes following him when he banged Gwen.

Gwen smiled when she the lust burn through the other girl's voice. She got a lot of pleasure at the fact that loads of attractive and intelligence girls wanted her boyfriend.

"Oh, if you wanted some of that, all you had to do was ask, honey," Gwen whispered. Peter's cock slid out of her.

Ava spread her legs on the bed and she gave Peter one of those come hitcher looks. The fact that he approached her like some predator going after its prey was an alluring and exotic sight. His fingers brushed against her dripping slit and he caused her to burn up with the pleasure.

"Do you think that you can finish me off?" Peter asked her. Ava lifted her hips up, allowing his manhood to slide an inch or two into him.

"Bring it on and take me for anything you can," Ava breathed, she spread herself as far and wide as she could.

Peter's throbbing manhood was inches away from pumping into her and working over her body. Her hips lifted up off where they were and he slid closer from going into her. His hands tightened around her hips.

"Are you sure?" Peter whispered and Ava's eyes burned with lust. She lifted her hips up and wished for him to enter her and to take her for everything that she was worth.

He slammed into her body and her wet pussy clenched him. The young man above her was going to take her hard and she was perfectly okay with this. Her hips pushed up and met his thrusts into her.

The two young lovers matched each other stroke for stroke. Ava could feel Peter's hands caress her body and his lips all over her.

Peter hit all of the spots that would drive her completely nuts. The woman's hot twat clenched him when he pounded down into her.

"You feel so good," Peter whispered, her strong legs tightening around his waist. He could see Gwen playing with herself without using her hands.

"I know I do, it feels so great," Ava moaned.

Her pussy had never gotten this wet.

"You son of a bitch, you spoiled me," Ava whispered. She reached up, pushing Peter's face into her sweaty breasts.

He responded by sucking and licking her nipples. Her hips clenched around his tool when he pounded himself deep into her damp center.

"Toys won't ever be the same again, will they?" Gwen asked her and there was a moment where one of those smug smirks crossed her face.

"Never, never, ever, again," Ava agreed. Her moans escalated as Peter continued his journey to her dripping center, each stroke bringing her to greater forms of pleasure.

"I'm glad you approve of this," Peter commented to her and Ava's tightness showed what she approved of.

"I want you to cum inside me."

Peter decided to draw out her fun a little bit more. He drove her completely nuts when he had her pinned down beneath him. His strokes going slow and then speeding up depending on the tempo that he wanted to create.

Ava clutched him and his tool continued its path into her hot center. The wanton desire that flooded through her eyes was beyond anything that had ever been seen in her life. All she wanted was him to be inside her and buried within her depths. It didn't matter how that came about, as long as it happened.

Her walls clenched his tool and she milked him furiously.

It was about ready to come and Ava felt something bite her shoulder. She didn't know what it was. The only response was to cause her body to light up with pure orgasmic joy when she started shaking all over.

He pumped himself deep into her depths and his balls tightened. Ava would pass out because there was so much pleasure attached to this. It would be worth it though; it would be more than worth it. He fired an immense load of cum into her body.

Ava screamed when he slammed into her. She felt so good and it was like every inch of her body felt an orgasm all at once.

God that felt good, that felt really good to be honest.

"Hope you're in the mood for more," Gwen whispered to her, stroking her newest pet's hair.

"Always," Ava said and she could see Peter's cock re-harden again. She flipped to her hands and knees to present herself for her lover.

* * *

 

A young red-haired female in her twenties set up shop in a Clocktower. It looked like a cyber geek's wet dream with a state of the art computer system. She could use its power to tap into every system.

The redhead female's hair was tied back into a ponytail and she wore a pair of glasses that rested on her nose. Her bright blue eyes shined out. She wore a black leather jacket, a skin tight shirt, and an equally skin tight pair of pants.

"You know, you could come in and not just hover around awkwardly," she said, without taking her eyes off of the screen.

She had information in her finger tips when she looked out in Gotham City.

"I need your help."

The young woman turned around and saw Helena Wayne standing before her. She was dressed in a tight black outfit that was made for stealth. A black face mask rested on her face, with her hair tied back as well.

"You know, it's not every day that a dead woman walks into my tower," the redhead said. She reached over and took the cup of coffee she poured. She drank it with a smile. "Because for seven years, the world thought that you were dead."

"I was dead," Helena confirmed. "But I got better."

"Do you want to elaborate on that?" the redhead asked.

"Not particularly, no," Helena said. The redhead gave a deep sigh.

"You wouldn't be a Wayne if you did," the redhead said. "What do you need?"

"Information on something that my father would have left in Gotham City," Helena said, she leaned against the wall. "Barbara, I came to you….."

"Because you need to see if I would have any leads, but your father….he didn't give me information at the best of times," Barbara said. "And I was only his…..well I was Batgirl for a couple of years. Two, three years, at the most."

"My father regretted what happened," Helena said.

"It's the past," Barbara responded. She shouldn't take out her frustrations on Helena with this. "What exactly are you doing this?"

"It's about HYDRA," Helena said.

Barbara dropped her coffee mug. It shattered on the ground. She didn't even mother to pick it up.

"You came back from the dead to start a war," Barbara said. She wasn't surprised. "The problem is HYDRA is a ghost right now. The official record is that they disbanded after the second World War when the Red Skull was defeated and Captain America was put on ice."

"But what about the unofficial record?" Helena asked.

"They're still out there and they might be out there underneath our nose," Barbara said. HYDRA could be anywhere. They just changed their faces and became a lot more subtle. "Wait, your father stole something from HYDRA, didn't he?"

Helena nodded in a stoic fashion.

"So, do you even have an idea where to begin?" Barbara asked.

"Ivo, that was the man's name who commissioned the research," Helena said.

Barbara enjoyed a challenge but this was going to redefine that term.

* * *

 

Kraven the Hunter staggered into the distance, the wounds from his battle with White Tiger prominent on him. He gave a loud rasping cough when he stumbled towards one of his bases.

"They think they have seen the last of Kraven," the hunter whispered. "The hunt only concludes when I say the hunt concludes."

He slipped his way through the gates of one of his secondary estates that was in New York. He fumbled with the lock and cracked it open.

Kraven left a trail of blood, splashing when he struggled to the medical bay area. The hunter reached over and pulled out some medication, putting it on his wounds.

The door slammed shut behind Kraven and the mighty hunter looked over his shoulder. There was a ragged cough that came out from behind his throat. He stared up and grimaced and hard.

He thought for a moment that the White Tiger foolishly came after him. He picked up a large rusty hunting knife from the wall.

"Come out into the light and face me," Kraven demanded. He raised the knife in his hands and stabbed it into the darkness.

He groped his hand into the shadows and there was nothing. The hunter looked around, and he never saw an animal like this. At least he assumed it was an animal, it moved like one, and not a human.

"Face me," Kraven whispered and he crouched down like a cat. He sniffed around.

There was a scent that was completely off. The hunter rushed in and pulled out a cabinet.

There was nothing behind the cabinet like he thought it was. There was a thump, thump, thump, thump which echoed. The hunter's blood shot eyes looked up into the sky and he looked on through gritted teeth.

"Face me, face me," he whispered, clutching the knife in his hand.

He stabbed through the curtain. He retracted the knife but he did nothing other than destroy the curtain.

The hunter turned around and he felt a set of claws plunge into his chest. The mighty hunter fell face first onto the ground, blood oozed out of his chest when he dropped down onto the ground.

The figure moved off into the distance, leaving Kraven to bleed to death.

Spider-Man's scent was here but the trail went cold. The young girl shook her head, her survival hinged on the fact that she brought Spider-Man back to her masters.

The only thing that she knew to defend herself was attacks that were lethal. She needed to learn something else.

X-23 sniffed in the air, the scent of the hunter's blood fresh. He didn't know what whom he was dealing with.

There was no Spider-Man here, so she moved on. The girl thought that she got even closer to her prey.

Her freedom hinged on finding him and the freedom of the woman that she called mother. That was more important.

' _I am X-23, I must not be distracted, my mission is to seek out Spider-Man and bring him to my masters,'_ she thought. She convinced herself of this but there was doubt in her mind.

She disappeared into the frigid winter weather. It didn't bother her. One of their means to condition her was to send her into the frigid weather with absolutely nothing and that included the clothes on her back.

* * *

**To Be Continued On November 29** **th** **, 2014.**


	29. World of Secrets

**Chapter 29: World of Secrets.**

* * *

 

Kraven the Hunter was one of SHIELD's prime fugitives. When they got a tip that Kraven was sighted in this area, it was only stood to reason that SHIELD would send two of its best agents to pick him up.

Natasha Romanov dressed in her standard issue SHIELD uniform. The skin tight black suit covered every inch of her body. It tightly wrapped around her breasts and was zipped up all of the way. Her fellow SHIELD agent followed her. Her blonde hair was tied back so it wouldn't be in her face. She wore a tight black and white uniform. She carried a pair of batons next to her, which she looked ready to fight.

"Agent Romanov, Agent Morse, make sure that you're in position," the voice of the one and only Nick Fury. "This might be the one and only chance we have to capture Kraven. You know what's at stake."

Agent Bobbi Morse frowned. She could see Natasha skim the area. It was obvious that she was making sure that there were no nasty surprises.

"Inside, we have him," Natasha said. There was something that wasn't right. Her instincts were as such.

"Do you mind telling me what…?" Bobbi asked.

She smelled the nasty smell of blood and decay. Somehow was here and someone was here dead for a very long time.

Natasha stepped inside. She was ready for something to attack her. She stopped and paused.

Bobbi hitched in a breath when she approached the scene. "It looks like we found Kraven."

Natasha managed to compose herself to pick up the communication device in her hand. She placed it to her mouth. "Commander Fury, we found Sergei Kravinoff…..but someone else found him first. He's dead."

Bobbi approached him. Whoever did this was not really going to mess around. Kraven looked like something mauled him. It was a vicious mauling as well.

"No human could do this," Bobbi said. She managed to straighten up. She noticed the claw marks in the back of Kraven's neck.

"No human could do this," Natasha agreed. She stepped forward and scanned the room. She wanted to figure out who could do this. "And no animal would be sophisticated enough to leave him where we could find him."

Bobbi looked over her shoulder. She expected someone was going to attack her.

"Spider-Man couldn't have done this, and neither could have White Tiger," Bobbi responded. She could see the slash marks that ripped through the curtains. "That looks at bit like Wolverine, doesn't it?"

"No," Natasha said. That caused Bobbi to stand up straight. "Wolverine's claws aren't quite like that. They're a bit different. Someone else did this. And Kraven might not be the target. He just happened to be in her way."

"You think that it's a her?" Bobbi asked.

"Trust me," Natasha responded. She decided to call in for back up. "Full SHIELD team to investigate the premises, the perp may have been the one who called in the tip or someone working with the perp."

That was the theory she was going on. The problem with an anonymous tip was that the people who did them were remarkable at covering up their tracks.

"So, now we wait for SHIELD back up," Bobbi said. She frowned. "And given that you're not the one for girl talk, I'm sure that any conversation is going to be stimulating."

"You and Clint called it off, didn't you?" Natasha asked.

"How did you guess?" Bobbi asked.

"You're distracted, your mind isn't where it should be," Natasha said.

"No, it's not that," Bobbi answered.

"Good, that means that there's hope for you yet," Natasha fired back. "And you have to keep you in the game because Fury will assign you on missions together and not care about any personal tiffs that you have."

"You know, there really wasn't anything personal," Bobbi said. Natasha raised her eyebrow.

"Then there shouldn't be any problems," Natasha commented. "As long as you keep things professional."

"Just like your relationship with Spider-Man," Bobbi said to her. She realized that she said something that she really shouldn't have.

"I personally can't tell whether you're jealous or interested," Natasha replied, with a slight smile.

Bobbi wasn't going to have that conversation. No matter how well Spider-Man filled that costume out. It would seem like a bit of a rebound even though it really wasn't. Her and Clint hadn't even spoke three sentences to each other for the past six months anyway. She was doing SHIELD things and he was doing Avenger things.

They agreed that it was best to part friends so things didn't get too awkward. It was a break up that wasn't going to have any dirty laundry aired.

"There's our back up," Bobbi commented. She never thought that the usual red shirts in SHIELD showing up would signal a good thing for her.

* * *

 

"We're done, and….that was a brilliant idea on your part," Peter said.

"I can't take all of the credit," Kara admitted. She was glad for the praise.

"Well you came up with the idea, I just helped you did all of the work," Peter commented to her.

"Yeah, there's that, but it was based off of something my mother did,' Kara said. She paused. "When she was four."

"So, we're that far behind," Peter said. He whistled at the thought. Kara put her arm around him. "So what was your mother like?"

"Brilliant, beautiful, blonde," Kara added. Peter raised his eyebrow when he looked at her. "You know, that runs in the family."

"I wasn't going to say anything," Peter responded to her. "So, she died with the rest of them?"

"Not necessarily," Kara said. She tightened her grip around Peter. "She died about a year before the rest of them….it was one of the biggest massacres on our planet. The capital city was disintegrated. My mother and thousands of other people were inside."

Kara frowned. Peter held her up towards her.

"The drones attacked the city, I was on the outside, my mother sealed the gate, preventing me for coming inside," Kara continued. She seemed to be telling someone this for the very first time. "That was her last act. I couldn't do anything…not that I could. No powers underneath the red sun, you see."

"I'm really sorry," Peter said.

"Don't be," Kara added. She looked forward. "Kandor was a beautiful place. It got rebuilt constantly, but it was more beautiful each time. And now it's gone, just like with the rest of the planet."

Kara decided to keep herself really calm.

"We're going to do her proud," Peter said.

"Thank you, that means more to me than anyone will ever know," Kara said. They didn't appreciate her mother's work. They took her greatest invention and turned it into something dangerous that ended up spelling the doom for her home planet. "They shouldn't find much fault with the project."

They looked at the project they painstakingly worked on for several months.

"They shouldn't," Peter confirmed. He kept holding her hand and looked over it. "I mean we had to dumb it down a little for people, didn't we?"

"Just a little bit," Kara commented, and she was slowly grinning. She placed her forefinger and pinky finger together. "It's just a little bit, but we did well."

"After all the work we did on it, we better be the best."

This science class was the final credit that both of them needed to escape the wonderful world of high school and be qualified to take classes at ESU. They supposed that they could both graduate with the rest of their class. The only problem is neither of them wanted to wait with their thumbs up their ass too much longer.

"I swear sometimes even I have trouble keeping up with your intelligence," Kara said, with a smile.

"Well, Earth technology might be foreign to you, wouldn't it?" Peter asked.

"I've seen similar things in museums before, but the fact that it works efficiently, if not a bit slow speaks nice for its marvels," Kara said. The blonde rested herself up against Peter's shoulder and she was in a pretty good mood all things considered today. She felt a little better now that she had a chance to vent. "So, do you think that it will get us first place?"

"First place, and a passing grade," Peter said, and the girl ran her hands down on the back of his neck. "I've got a few things to do today, a few people to visit."

"I'm sure that you do," Kara said and Peter decided to ask her a question.

"So is there any headway on the ship that we saw that SHIELD found and might have passed through their fingers?" Peter asked.

Kara lazily rested her head on Peter's shoulder and wrapped her arm around him. "That's a good question, and I don't know. Friend or foe, I don't know. SHIELD didn't have any information that they were willing to part with. Carol was trying to find out, but she's on a mission in deep space and kind of out of range."

"She mentioned about that, and Gwen's trying to find out what she could," Peter said. He slipped his arm around her slip waist. "In fact she should be coming here right about now."

Kara's excitement completely heightened. If anyone could find out anything that she wasn't supposed to, it would be Gwen.

Someone knocked on the door, as if it was on cue. The door pushed open and the one and only Gwen Stacy entered the door.

"Hey, Gwen, what do you have?" Peter asked and Gwen rushed over. She greeted Peter with a kiss.

Kara folded her arms and cleared her throat. Gwen smirked and she leaned over, to give Kara a hungry and passionate kiss on the lips.

Peter watched the two blondes break apart. Their tongue activities were ceased a little bit too soon for his opinion. The two of them slid back with each other and one of them sat on the couch, folding her arms over each other.

"So, did you find anything?" Kara asked. She tried not to sound too anxious.

Gwen sighed. "Not much more than we did, SHIELD seems to not have any more information than we do, and that could be a problem. They were supposed to move the ship to a secure base to study it, and it got blind sided."

"That's….that's tangible," Kara said and she really felt fearful about the possibilities of what could have happened to the ship.

"The agents were lost on that day and so was the ship," Gwen said. Kara looked at her, anxious gaze in her eyes. She hoped against all hope for more. "And…that's where the trail ends."

"Wonderful," Kara said.

"We're not going to give up on this," Peter said, and he could see the girl's anxious thoughts going through her mind. "We should double check this to make sure it works right now, and worry about hunting down that ship after the science fair is done."

Kara had to conclude that he was right. They had to worry about this first. Especially given that they were grasping in the dark for a ship that may or may not exist.

"So, you got it done, didn't you?" Gwen asked in an excited voice.

Kara had to admit that she took a lot of pride in her work and it rubbed off on her. "Yes, we've got it finished. A solar energy convertor that is portable and easy to use. A pre-schooler could operate it."

Mostly because one created it.

"And we've put fail safes on it so it doesn't fall in the wrong hands," Peter said. Kara looked at him, her hands resting on the side of her face and she frowned deeply.

"And the chances of that happening are…"

"Pretty high actually," Gwen said. She shuddered at the thought.

Sue told her that after a couple of times, Reed decided that it was a good idea to secure his inventions, because they came back to bite the Fantastic Four in the absolute worst way possible. One would think that a genius like Reed Richards would have known that it was a good idea to keep all of his ducks in a row and his inventions secure from the beginning.

It just proved that even geniuses had their blind spots and someone like Reed wasn't any exception to this rule.

"You should have been graduated by now," Kara said and she sighed. "And I should have been, but accreditation earned on another planet don't hold much water. And thankfully the two of you have been able to tutor me on what I missed out."

It was the little things that tended to trip up most geniuses. Kara wouldn't be arrogant enough to claim that she was a genius. Her mother was one and Kara hoped that she could live up to her standard some day. One of the foremost scientists on her planet, and she had a bit of a chip on her shoulder because of that.

"So, here's how it works," Kara said, more to distract herself from what she was thinking about than anything else. There were numerous thoughts going through her mind and she tried to reign them all in swiftly and efficiently.

* * *

 

Amanda Sinclair tried not to stress out too much. All she had to do was survive this set of exams which started on Monday. After that was done she would be home free, at least for the next two weeks. Then it was back to school to finish off her senior year. She had transferred to a public school when the private school that she went to was shut down.

Not that she didn't mind it, it was better to hide out here. She was hiding from someone dangerous.

Amanda frowned when she stopped short at her locker. The dark haired girl brushed her hair out from in front of her face and made sure she was seeing this right.

She saw her locker ajar, and inside, she could see that nothing was disturbed. Nothing except a piece of paper that was ripped from her notebook. Amanda leaned forward to pick it up, with a frown on her face.

"I still haven't forgotten," Amanda read. She saw a chilling picture, her picture, ripped in half and then taped back together. It was a picture of how she looked before she started to attend Midtown. It was for when she dyed her hair.

She crumpled up a piece of paper in a fury. If this was a practical joke, she didn't find it very funny. And if this was serious, she didn't want to get anyone involved in her personal business.

"Hi, Amanda!"

Amanda turned around and nearly tripped over her feet. She saw Kitty Pryde behind her in her usual bright and bubbly tone.

"Kitty, please don't do that, you almost gave me a heart attack," Amanda said. She was on edge and trying to figure out what happened.

She didn't give her locker combination out to anyone, she didn't share her locker like many people did even though that you weren't suppose to. The only people who knew the locker combinations were the Administration of this school. Amanda was at a loss to think why they would be leaving a threatening note in her locker.

"You seem a little jumpy," Kara said, showing up. The presentation for her and Peter's project was during last period.

"I'm not jumpy….okay fine, it's exams, I'm stressed out over them," Amanda said.

Mary Jane and Liz showed up. The redhead patted Amanda on the shoulder. "Don't worry, we're all there…..well except Peter and Kara, because they can do the exams in their sleep, and Gwen too when she was here."

"Hey, I still had to study," Kara protested. It only took her about ten minutes to absorb everything she needed to know from the text book and it took Peter maybe a couple of minutes less. That being said, they still had to study. "Don't worry, they'll be over before they know it."

Kitty frowned.

"Are you sure you're alright, Amanda?" Kitty asked her.

"Yeah, Kitty, I'm fine," Amanda said, and she sensed that something was going on here.

They couldn't have found her .She had her identity changed and everything. She kept underneath the radar as a normal high school student. Hell half of the Internet thought that she died in some kind of car accident. She didn't do anything to discourage those rumors.

"Are you sure?" Kara asked. She was concerned as Kitty was that something was really wrong.

Peter took this moment to show up. "Is anything wrong?"

"No, nothing's wrong, I just a bit jumpy today, because of the exams," Amanda protested. She was getting agitated at being interrogated like she was the criminal here.

"It's no big deal," Peter told her and she placed her hands on her hips and stared him down. "Okay, maybe it's a big deal, for some people, but you'll do alright, really…..really alright."

Amanda wished that she could believe that. She wanted to get to class early, because it would give her something to do.

"Hey, Pete, I was wondering if you could stop by the Institute tonight," Kitty said and Peter turned to her with a smile. "I really need some help with my biology."

"Oh, she does, doesn't she?" Liz asked and Kitty huffed in an irritated manner.

"I really do need help with my biology," Kitty said, putting her hands on her hips.

"Yeah, I can tell because of how stressed out you are," Mary Jane said with a smile and a wink.

Kitty wanted to head desk something hard. "My biology, I really need help studying for my finals. This isn't some innuendo, that's what I really need help on. I swear, the two of you need to get your mind out of the gutter or something."

"You know, even I got one and my mind's always permanently in the gutter," Kara said and she looked towards Mary Jane and Liz who were amused. "You know, maybe we should work off some of that energy that you two have in the showers before gym class."

Kitty cracked a grin on her face. Kara wrapped her arms around Liz and Mary Jane and slowly

"If you need help, I can help you," Peter said and Kitty threw her arms around him with a smile on her face.

She needed help with that other thing, yes that was very true. So those two perverts were right about something.

"Yeah, Pete, I really appreciate it," Kitty said.

"Anything for you, Kitty, anything for you," Peter said and he gave her a light kiss on the cheek.

That caused tingles to go through Kitty's body with excitement.

* * *

 

Ava Ayala thought about going out and finishing what she started against Kravinoff. The only problem was that her shoulder was still damaged from the previous fight. It was functional enough for day to day work. Outside of an official fight, you could pretty much forget about it because you were pretty well and screwed.

' _Wonderful, just wonderful,'_ she thought. A knock on the door brought her out of her stupor.

"Come in Gwen," Ava said and the door opened. Gwen Stacy was coming over to check on Ava regularly or so it seemed. Then again she had been drafted in Peter's little clique.

She didn't regret that by the way.

"I'm sorry if you were expecting someone else, but this is important, Ava," a voice said, after opening the door.

Ava finally looked up from the work on her desk to see something that was most certainly not Gwen Stacy. She was dressed in a black skin tight cat sit and she had red hair tied back. Her green eyes shimmered towards Ava and the young college student crossed her arms when she looked at her.

"The Black Widow, I presume," Ava said, calm and collected as usual.

"So, you know, that will make things a lot easier," Natasha said and she was business as usual when she entered the room. "There's no easy way to say this."

"Then say it straight out," Ava said, she wasn't in the mood for any word games, especially when they were word games regarding what SHIELD was up to. The woman's arms crossed over her chest when she met the Black Widow eye to eye.

"Kraven has been found slain, savaged."

Ava's emotions were mixed at best about this news. As much as she hated to admit this, she thought that she was saddened that Kraven was dead. She hoped to avenge all of the losses that her family have had thanks to that bastard.

"Are you sure that he's dead?" Ava asked. Black Widow looked at her in surprise. "It's only that bastard has pulled the fake death act before."

"This time is different," Natasha told her. "This time there's a body…I'm waiting for Fury to give you the clearance so you can see it."

"He tried to kill me, he killed all of the previous holders of this," Ava said and she held up the amulet with great significance. "And I have to wait around for clearance."

She felt that she should respect SHIELD. A couple of years ago, she might have been someone who blindly accepted authority. She grew out of that phase.

"I understand what you're going through, I understand what you're feeling," Natasha said and she sighed. She honestly hated to be put in the position.

"What killed him?" Ava asked.

"SHIELD hasn't been able to figure it out, but he didn't have any chance against whatever attacked him," Natasha said.

The fact that something that dangerous was out there that could savage any enemy in a swift action caused certain members of SHIELD to be gravely concerned. Kraven wasn't the first one to die because of these attacks. There were a few scientists that were found slain. Some of them had been involved in very shady activities.

That information was on a need to know basis.

"What's going on?" Gwen asked, and she popped her head into the room, to see Ava and Black Widow discussing something.

"Kraven's dead," Ava said in a somber voice. She was more upset than she had any right to be.

"Are we sure that he's dead, as in really dead?" Gwen asked.

Natasha once again jumped in to clarify this answer. "He's dead to the point where there's no body that's been found."

Gwen whistled nice and loudly and she took a breath. Her head spun quite nicely. "I see."

"And we're waiting for probable cause of death now," Natasha said and she could tell that they wanted some answers. She wanted them as well as they did.

Fury buzzed on in and Natasha made her way to the outside of the hallway. That allowed Gwen and Ava to be alone to talk to each other.

"So, how are you feeling?" Gwen asked her.

Ava sighed. "I feel conflicted."

"I understand," Gwen said. "You wanted to be the one to finish off Kraven by your own hand."

That was the thing and Ava couldn't really explain it. Other than it was a matter of honor and she couldn't believe that the hunter got destroyed by something else. If Kraven had any family, any children, which she didn't know if he did or not, they might take offense to this. And they might continue Kraven's mission to hunt Ava and potentially Spider-Man. Not to mention whoever did this to their father.

"If he has any kin, it's not over yet," Ava said and she locked eyes with Gwen. "The entire Kravinoff family is going to develop a vendetta towards you, me, and Peter over this, if any of them are out there and find out about it."

"What about the person that killed Kraven in the first place?" Gwen asked.

"Providing they don't think that it was one of us who did that in the first place," Ava said. To be honest, she wasn't sure what she wanted to believe there.

* * *

 

News of the bounty that the Kingpin had put on Spider-Man after disrupting one operation too many had reached the furthest outreaches of the world. One of the places it had reached was Europe.

A soft hand picked up a cup of coffee and drained it with one gulp. One would be taken off guard with how these soft hands turned out to be among the most deadly of weapons in the world. The woman's lips curled into a momentary smile when she looked at the information.

"For that much money, I could be set for life," she whispered when she looked it over. She ran her hand down on the paper. "And all I have to do is take out the one and only Spider-Man."

One might as well argue that this was easier said than done. As a mercenary, she had to get inside several places and do certain things that caused the common man and woman to cringe.

It wasn't personal, it was merely business. The woman got up to her feet and wondered if the trip would be worth it.

There was one of two things that could happen. The first thing was that she could gain the biggest score of her life and be able to head off into the night in retirement. Or she could fall completely and utterly flat on her face.

She didn't think that she had to lose. The woman's white blonde hair framed her face. It was a contrast to her youthful demeanor. She had a tight body that would make many men drool. As much as she hated to rely on her sex appeal, even she had to admit that it would open some doors that many people would not even be able to crack at all.

Sex was a great weapon as well. Most of her targets were men, but even some women were susceptible to her charms.

The woman's hair flipped over and hung down loosely about the area of her face. She held her hand upon her hip. The woman had many aliases, but throughout the criminal underworld, she was known as Silver Sable.

"So are you in or are you out?" her contact asked. "It could set you up for life, Silver."

Silver smiled when she thought about that. She thought that while she was hitting the prime of her life, she could have a cushion to be put up. A lavish lifestyle didn't pay for itself. Plus there was as many hits out on her than there were against the people that she went after.

She tested a long range weapon and blasted one of the targets out.

"I'm in," Sable said, confidence brimming from her voice.

She knew that she could achieve what many people failed to do. She could bring down Spider-Man.

' _It's a shame,'_ Sable thought when she watched the video of him moving. _'But I can't take this too personally. Business is business after all.'_

And her business wouldn't and shouldn't ever be interfered with.

"Make sure the jet is fueled."

* * *

 

"So, are you getting the hang of this?" Peter asked Kitty. She nodded eagerly in response.

"Yeah, it was just that the teacher…..well I'm sure that she's nice enough, but she didn't explain it very well," Kitty said with a thigh. "And the textbook it made things even more confusing, you know."

"That's the problem, isn't it?" Peter asked.

"Yeah, it's the problem," Kitty agreed and she didn't know why she felt so tense. Maybe she was in her enclosed bedroom with Peter, alone.

Actually that was likely it.

"You can spend some time studying, I'm going to talk with Jean," Peter said to Kitty.

"Right," Kitty said, and an agitated thought went into her mind.

' _You better not side track him again, Jean,'_ Kitty thought and she looked on. _'And I know you can hear these thoughts, Marvel Girl.'_

Peter could sense some kind of intensity from Kitty, and he walked off from the room.

Jean and Ororo stood outside of the Danger Room, checking on something.

"So, did you give Kitty help on her homework?" Jean asked.

"I figured that I'd leave her alone to cause it to sink all in," Peter said and both of the X-Females smiled. "So, is the Professor around?"

"No, Charles is in Washington trying to prevent the Mutant Registration Act from getting passed," Ororo said. It was like she had swallowed something sour just thinking about it.

"They want to add a provision where all supers are subject to it, not just mutants," Jean said. "Of course, they're debating exactly what exactly should be considered a mutant and what could be considered a super."

"They can't pass this, can they?" Peter asked.

"They might not be able to, but they're going to keep trying no matter what," Ororo said, and she could feel Peter's discouragement. She sympathized with him. "Kelly is persistent, I'll give him that."

"I'd like to give Kelly a lot of things," Jean muttered underneath her breath. A swift kick up the ass would be the top of the list of the things that she would want to give that smug son of a bitch for starters.

"I don't even know how he got re-elected to be honest," Ororo said and that was one of the major mysteries of life.

"The other guy was worse," Peter commented. That was honest.

"So, I heard from Wanda the other day," Jean said. "She was upset that she wasn't able to see you at all, but she's going to have to get over it."

"Oh, should I be concerned that the two of you were in the same room together?" Peter asked and Jean raised her eyebrow at him. "It's just an honest question, you know. There's no reason to bite my head off."

"I'm not," Jean said and she smiled. "But she's just saying that she has to go underground for a while. The MRD is going after everyone connected to Magneto, and that includes his daughter, even though she hasn't had anything to do with him in ages."

"That's great," Peter said, shaking his head. "Hopefully she keeps her head down and she's okay."

Peter really meant that. He knew that the MRD got some backing from some pretty big backers. Some of them had an agenda against mutants for one reason or another. Others they just saw the potential anti-mutant hysteria as a tax write off.

"I better check in on Kitty," Peter said and he made his way down the hallway.

His spider sense went off after a second and he was pulled through the door by a pair of hands.

Peter turned around and saw Kitty sitting on the bed, wearing a pair of glasses and not much else. She looked really smart and sexy in that get up and she was looking over Peter like he was a juicy slab of meat.

"I think that I'm ready to continue our lessons, Peter," Kitty said. She propped herself up on the bed.

Peter noticed now that when she pulled him through the door, she removed him from his clothes.

"I'm not going to complain," Peter said and Kitty smiled, seeing what was growing between his.

"No, I figured that you wouldn't," Kitty said. She dragged her tongue over her lips and studied him intently. "Educate me, Peter, I've been waiting for this for a long time."

Peter walked over and he could see how wet she was. He would be a fool to say no.

Peter walked over and spread her legs. Kitty closed her eyes and relaxed, when he kissed down her body.

"You're not going to make me wait for this, are you?" Kitty asked, biting down on her lip. "I've been waiting for this for so long…I want this, I really want this bad."

Her elbows propped up and she looked at Peter with a sultry smile on her face.

"So bad, that you can't even believe how bad I want it," Kitty whispered. She spread her legs very invitingly for her.

"Just wait, good things come to those who wait," Peter whispered and he ran his hands all the way down her body.

Kitty felt the area between her legs heat up and she bit down on her lip. She didn't want to wait, she wanted it and she wanted it down.

Peter's tongue licked her pussy and while that felt good, she wanted his cock inside her body. He knew this and he was teasing her just a little bit more.

Kitty felt her pussy gush underneath his tender efforts, and he walked over, resting his hands on her hips.

"I'm not sure how much you want this," Peter said with a smile, and his pheromones were pumping something fierce.

That caused Kitty to shiver underneath his weight and Peter brushed his fingers down across her dripping slit.

"A lot, now please, fuck me, fuck me hard," Kitty begged him. Peter slid one of his fingers into her, teasing her.

The tease wrapped up and Peter hovered over her. He pushed his cock deep into her body, and caused her nerve endings to shoot on fire. It was so good.

"Damn, you're really tight," Peter whispered, and Kitty went intangible for a second.

"Sorry, that might help with the pain," Kitty said. Peter grabbed his hands around her thighs, pumping himself deep into her body.

The brunette writhed her hips up and Peter's throbbing manhood continued its journey deep inside her. The brunette moaned, and wrapped her legs around him.

"How are you feeling?" Peer asked her.

"I feel good…I feel really fucking good," Kitty moaned. Peter worked himself into her. Her hips closed around him and he pushed her into the sheets.

Kitty thought that he might just fuck her through the bed. That was a literal thought based on the powers. Her wet and tight pussy clamped around his tool when he pushed into her. Kitty's back arched when he pushed deep inside her.

"God, oh god, so good!" Kitty whined at the top of her lungs. Her hips pumped around his throbbing manhood.

"You're going to make me cum in no time if you're not careful," Peter whispered, and he pumped himself deep into her.

Kitty bit down on her lip and arched her hips. She could feel his mouth suck on her neck and she could feel good. He also attacked her nipples.

"I want to ride you," Kitty whispered in a very tentative voice. "Please….please let me ride you."

Peter turned himself over and Kitty was on top of him. Her wet pussy snugly tightened around his tool.

She looked down and bit down on her lip nervously. He was much larger underneath her then he was on top of her.

"Ooooh, yes," Kitty moaned as she impaled herself down onto his cock.

Her wet slick walls caressed him and Peter felt her try and work herself down onto him. He reached up and touched her B-cup breasts. She looked hot bouncing up and down on him, almost phasing him through the bed. She wore nothing but a pair of glasses still which added to the allure of the situation.

"Be careful, you're going to put us both down to the basement," Peter whispered, and he grabbed Kitty's slim waist, the brunette continuing to ride.

She could feel another orgasm rock her body. He hit her pleasure spots with increasing frequency. The adrenaline that pumped through her body caused her pleasure to increase. The more that she rode him, the greater that she felt. Her legs spread far as they could go and she pushed him into her.

"God, god, oh fucking god!" Kitty moaned and she meant that from the bottom of her heart. Her god underneath her was fucking great and she swore that she was heating up even more when he worked her over.

"Glad that you approve, and we're getting closer," Peter said.

Kitty leaned down and gave him a full kiss on the lips. She was glad that she was this daring, and her hot pussy clamped around his manhood when she worked him over.

The brunette kept riding him in her fashion, and she was brought closer to the edge of her orgasm.

"So close, oh god, I'm so closer, please Peter, are you ready?" Kitty moaned, and she grinded her hips down onto him.

"Yes, almost there, your tight little pussy makes it hard to keep control," Peter said. he rammed himself deep into her and she returned fire with some work of her own. Her tight walls slid up and down around his cock.

"Yes…..yes…..I'm sure that it is," Kitty moaned when she worked herself down around onto him.

Her wet hips slithered around his tool and brought him into her wet and willing depths. She pushed herself down onto him and cooed in an intense manner. Her eyes flashed with a willing amount of lust when she kept driving herself down onto him.

"Please, cum for me," Kitty breathed, and her hips clamped down onto him.

Her wet pussy was like paradise to Peter and he knew that they would be up for more rounds.

"Are you ready for it, my little nympho?" Peter asked.

Kitty nodded eagerly, her wet pussy caressing his walls. She felt her heated center clamp down onto him and her orgasm was pretty much at hand.

His pole clamped and Peter groaned. He shot his load into her.

Kitty's pleasure exploded when she rode him to his climax. She milked his orgasm, causing his load to spurt between her legs.

The brunette rode out his orgasm and collapsed onto him.

"I don't think we're done, are we?" Peter asked. Kitty smiled when she saw his rehardening cock.

"No, we so aren't."

* * *

 

A fairly fit middle aged man dressed in a business suit made his way down the hallway. His hair was dark but it had a touch of grey in it. The most off putting thing was the eye patch that he wore over his right eye. His hand also had a few scars from the battles he had been in.

He met the politician at the end of the hallway. Senator Robert Kelly, the man who had been front and center, against mutant kind. He wore a firmly pressed suit and a pair of nice glasses. There was a large and broad shouldered man standing next him as his bodyguard.

"Senator Kelly, a good day to you, and I hope that your trip was safe," the man said.

"Mr. Wilson, it was and the honor is all mine to be here," Kelly commented. He was a politician. He knew what to say. He knew when to say it. The people believed what he said and he convinced himself of what he was saying as well.

Slade Wilson looked at him. "Senator Kelly, I understand the mutant registration act has hit a few snags."

"Yes, Mr. Wilson, but I can assure you that the act will be passed by this spring," Kelly commented. He took off his glances and pinched the bridge of his nose. "I'm surprised to hear of your support…."

"My history indicates that I wouldn't have been such a strong supporter of this act," Slade commented. Kelly nodded. "Times change, people change along with it. I've supported the freedoms of this country. To take the mutants off the street and place them under observation is for the best."

"Yes, I'd agree," Kelly commented. "And Mr. Trask has said that completion of the Master Mold program will be completed by the first of the year. We will be able to send reinforcements against hostile mutants."

"You'd be wise not to put all of your eggs in one basket, Senator," Slade warned him. "A friend of mine has worked on a project that you might find intriguing."

Slade tapped his finger on the screen. He brought up a green bodysuit. The words "PROJECT: SCORPION" appeared. There was a three dimensional view of the suit and some of the features.

"This is a suit that will make a mere man into a super weapon that can take down rogue mutants," Slade whispered. "Donald Menken at OsCorp has agreed to sponsor the creation of the suit, along with Harold Osborn. The suit is powerful enough to take down anyone, even Spider-Man."

"Spider-Man?" Kelly asked.

"Yes, he may be beloved by many, but he's a danger as much as the X-Men," Slade said. "Just think about it Senator. The Scorpion suit wearer could be a valuable weapon in the war against mutants."

"I'm not sure about this," Kelly commented.

"Take these decisive actions, Senator, and you will go down in history," Slade whispered to him. "You may even become President someday.

Kelly's attention was grabbed and he nodded.

Slade smiled. He was offered a generous sum to help run the MRD and he was a man of business. It was not personal against the mutants, well not against all mutants. There was one mutant in particular he had a vengeance on.

"I have a rally that I need to attend, and the extra security…" Kelly stated.

"Is in place," Slade commented. "Although your new bodyguard is formidable enough."

"Yes, this is Mac Gargon," Kelly told Slade.

"A pleasure to meet you," Slade answered. The man nodded.

"Likewise," Gargon commented. He spoke in a light whisper. He leaned towards him and shook hands.

Slade noticed that his interest was locked on the Scorpion suit. Kelly's bodyguard might prove to be useful.

Kelly got a call. It was the Secretary of Defense, Mr. Dell Rusk, he wanted to speak with Kelly. Rusk's support for the Super Hero Registration Bill and Project Wide Awake was invaluable.

Slade smiled, glad Kelly was gone. He wanted to reach across the desk and strangle the bastard. He would only have to work with him a little bit longer. His benefactor explained that Kelly was useful up to an extent. The use would expire once the plan was in place.

He watched a video feed of Spider-Man trashing some goons. Slade viewed him and studied his moves.

Slade recalled the men who left him for dead. Richard Parker, Wolverine, and Nick Fury, all of them pretended to be his allies. They only used him for his skills and left him at the tender mercy of HYDRA. The Parkers were extracted, but he was left behind.

Two of those men were still alive and Slade vowed to make their misery and their end long and drawn out. The third was dead but the sins of the father caused the son to suffer.

**To Be Continued On December 2** **nd** **, 2014.**


	30. A Hit on Spider-Man

**Chapter Thirty: A Hit on Spider-Man.**

* * *

 

Spider-Man and Spider-Woman circled their enemy. It was a recurring pain in the side for both of them. He upgraded his suit from the last time, which made him a bit more of a challenge.

"You've got to be kidding me with this guy, is he for real?" Jessica asked. She dodged Shocker's concussive blast.

"I think that he thinks he is, and that suit's more durable than the last one," Spider-Man said as he flung a crate at Shocker.

Shocker blasted the crate into toothpicks. They fell to the ground in a matter of seconds. The villain gave a sadistic smile and he raised his hands and fired another concussive blast from his gauntlets.

Spider-Man launched himself up into the air and slammed his fists down onto the back of the head of his enemy. A vicious running punt knocked him back into the wall.

"He's more heavily armored than the last time we had to deal with him," Spider-Man said, dodging the debris. He wrapped his web lining around a pole and maneuvered Shocker into position.

"You're not sending me back there, you just won't!" Shocker yelled and he launched another attack at the two spiders.

"There's a pretty simple way to keep out of trouble, Herman," Spider-Man said, and he went behind Shocker. Shocker tried to punch him.

Spider-Man dodged the punch and the web slinger latched onto his fist. Spider-Man slammed him down elbow first onto the ground.

"Don't do anything to get yourself into trouble," Spider-Man said. He picked Shocker up. A series of punches rocked his enemy.

When would Herman ever learn, he didn't know. A tandem assault by both of the spiders disabled the gauntlets and caused sparks to fly from them in every direction.

"Hey, do you realize how much that cost?" Shocker growled, and Spider Woman nailed him with a running kick to the face.

Shocker dropped down to the ground, his jaw completely damaged, and he was webbed up.

"Likely not as much as the surgery to fix your jaw," Jessica said, looking down at him.

She turned around, her eyes locked onto Peter, who was analyzing the equipment with a critical eye. He frowned when he gave in a quick look over.

"This high tech equipment, it could be useful," Spider-Man said. "Especially the armor, I'll just take a sample of it right now."

"So, you're using the tech of the villains that you fight to upgrade yourself?" Jessica asked, raising her eyebrow. "That's not a bad idea."

"Well some of this tech is pretty high level stuff," Peter said, and the two of them swung off, now that Herman was tied up and ready to go. "The problem is, if I step up my game, they're going to step up their game in response. But if I don't, I'll be in trouble"

"Some of the threats are getting a bit more dangerous," Jessica said and the two of them swung into an apartment that Jessica rented out. It was close to ESU. "Did you get a buzz there, or was it just me?"

"Spider Sense, but it stopped," Spider-Man said and he leaned his head out. "It's been hyper sensitive lately, going off even before when someone's bumping into it. It's kind of absurd."

"Better to be too sensitive, than not sensitive enough," Jessica suggested with a frown crossing her face.

Her eyes met Peter's for a moment and the two of them began to slowly peal their costumes off.

"A good night, for both of us," Jessica said, and she stood in the apartment, wearing nothing but a pair of silky bra and panties. Peter wore a pair of boxer shorts and she admired his physique. He had really filled out over the last couple of months, turning his spider muscles into real muscles. "And it's not every day that we take down some low life like Herman."

"Isn't it…"

Jessica's lips cut his off with a kiss. It was obviously what she wanted now. The combined pheromones between the two of them were kicking up.

She backed Peter off towards the bed and straddled him. She wanted this alone time with Peter for a long time now. She wanted it badly. It was to the point where she had to negotiate with the Goblin Queen to get it.

Now she took it, one hundred percent of the way. Her hands slowly traveled over Peter's chest and felt his muscles underneath her hands.

"Is that to your satisfaction?" Peter asked her and Jessica smiled.

"This is," Jessica agreed as she slid her hand down the front of his boxers.

Peter closed his eyes and felt Jessica's hand wrap around his tool. The dark haired girl pumped her hand up and down on him. She stroked his cock, feeling it throb in her hand.

"That feels really good, doesn't it?" Jessica asked. She tightened her grip when she slowly slunk to her knees.

She pulled the remaining article of clothing off of him and her mouth opened wide. She wanted to worship him.

Her hot mouth encased him and Peter felt the familiar sensation of her hot lips firmly sucking him. Her fingers rested on his ball sac and that increased the pleasure that he felt about to tenfold or more.

"Oh, Jess," Peter whispered, wrapping his fingers around the top of her hair.

Jessica pushed her mouth down onto his throbbing rod. Her hot mouth tightened around his tool and she worked herself down onto his pole. The dark haired girl continued to suck on him. He went deep into her throat and she continued to rock herself up and down on him.

She waited for her gift, and the young man pushed himself into her mouth. He arched his hips back and sent his orgasm into her mouth.

Her mouth flooded with his cum. The young man splashed his load deep into her mouth. Jessica moaned when she felt her mouth fill up with his seed.

Jessica got up to her feet, and could see that his cock was throbbing hard. The dark haired girl licked her lips, and she took her bra strap.

"Here, allow me," Peter said and he reached around.

He undid her bra and exposed her full and firm breasts. He squeezed them and gave them a nice set of kisses. Peter slowly backed Jessica back onto the bed and aimed his kisses down her body and caused shivers to blow down her spine.

Jessica felt his kisses get lower down on her. His mouth pressed against her belly button and worked his tongue into her.

He reached and slowly pealed her panties off. She practically was gushing and Peter spread her legs. Her smoldering lips was in front of him and Peter smiled. He gave her lower lips a long and loving kiss.

"God, Peter, please," Jessica panted, and her hips pumped up to meet his actions.

His tongue shoved deep into her hot pussy. He scraped his tongue into her and stuck it to the inside of her pussy. Jessica forced his face down into her. He munched on her cunt and caused her hips to push up towards him.

Peter pulled up off of her after a second and her juices dripped off of her face. The young man walked over her, and spread her legs.

"I'm going to take you," Peter said, holding her firmly down on the bed.

Jessica felt his amazing spider strength and she spread her legs back. She accepted his cock into her. Her soft and sensual legs wrapped around his arm. The young man ran his hands down her legs.

Peter felt up her body, and leaned towards her. He sucked her nipple and that caused her to squeal in delight. He pumped himself into her.

Each thrust caused Jessica's pussy to spasm. His lips lavished her breasts and kept licking them. Her hips bucked up even higher.

Peter grabbed onto her hips and buried himself deep into her. The woman pushed herself up and accepted his throbbing cock between her hot and willing legs. She rolled him over after a second.

His manhood brushed against her hot lips. The spider woman pulled his head up and playfully pressed them into her breasts.

Jessica closed her eyes and felt Peter's mouth suck and pleasure her breasts. That was an exciting moment and she grinded her womanhood down onto his throbbing hard cock. The woman pushed herself down onto his tool.

Peter felt her warm velvet vice wrap around him. She kept bouncing up and down on him, making sure that his cock buried into her tight vagina.

"Oh, that feels good, really good," Jessica said, and she smiled, before pulling off of him. "How about you fuck me against that wall, big boy?"

Peter smiled, and he pushed Jessica against the wall. He webbed her into place.

"Let's see how well you stick," Peter whispered in her ear, and Jessica's hips twitched, when he worked himself deep between her legs.

"Very well, oh god, really well," Jessica panted, and she felt him go deeper between her legs than ever before.

Peter felt himself nestle deep between her hot thighs. He was balls deep inside this woman and loving it. He rested his hands on either side of her waist and pumped into her. The sexy heroine's eyes closed deeply.

"Are you still there?" Peter asked her.

"Yes, yes, still here, always here, fuck me, fuck me harder!" Jessica begged him.

Peter worked his throbbing dick between her hot walls. She rubbed herself against them. Her dripping hot pussy clamped around him. His hands clutched her breast and pumped into her body.

Jessica felt a series of rapid fire orgasms. Her walls tightened around him, and she milked his throbbing tool when he pushed more and more out of her.

The rapid fire thrusts increased inside her body, and Peter slammed himself into her tight body. Her lips rubbed him and tried to get him to cum.

"Saving up something special for me, aren't you?" Jessica whispered and Peter grabbed her breasts.

He squeezed them and made sure that her nipples were as hard as his cock was inside her. His hands rested on either side of her body and kept pumping into her.

"Yes, if you're good," Peter said.

Jessica summoned her strength towards her pussy muscles. Her pheromones pumped on and Peter slammed into her. The young man pushed deep into her body. Her slick walls closed around him.

"Oh, I'm good, I'm very good," Jessica said, biting down on her lip in a sensual manner. She felt Peter's throbbing manhood ram into her tight body.

"I'm glad that you're good," Peter commented and he held onto her breasts, pumping himself into her hot depths.

Her smoldering walls clutched him. He kept up the actions against the walls, and he slammed into her wall. Jessica's hot walls pushed hard against her and Peter continued working into her body.

"So close," Peter whispered to her.

Jessica could feel him stick to her and he went deep into her. She felt his throbbing cock stick inside her.

"Fuck," Jessica whispered to him.

"That's what we're doing," Peter commented and he ran his hands over her breasts.

She was on pins and needles. His thrusts got even deeper when his balls slammed into her hot thighs. The young man speared into her body. Jessica tightened around his mighty spear.

"Give it to me, please, I need it," Jessica whispered. "Cum for me Peter, cum hard, shoot your dirty spunk into my pussy!"

Her encouraging dirty talk shoved Peter completely over the edge. He pumped his rod into her body and slammed himself into her even deeper. Her tight pussy snugly fit around him.

She milked him to completion, and Peter groaned when he felt a roaring rush. He sprayed his seed into her body.

His seed splattered into her walls and Jessica slid down the wall. A sultry look appeared in her eyes, and she reached around, after freeing herself. She grasped his cock.

"And you seem to be ready for now, great," Jessica said, a sultry look dancing in her eyes.

Silver Sable watched closely from two apartment buildings back, a set of binoculars put up to her eyes. She involuntarily licked her lips when she intently studied her prey. That's right, study.

When she planned to scout Spider-Man's abilities, this wasn't quite what she had in mind. It was welcomed, don't get her wrong, but that wasn't quite what she had in mind. The silver haired mercenary watched.

Little did she know that another figure watched her from the shadows. She observed Spider-Man's movements. It would be a matter of timing when she captured him. This latest mercenary to collect the bounty on Spider-Man's head made things more than difficult.

X-23 prepared to make her move, but found herself distracted on what Spider-Man and Spider Woman were doing. That introduced emotions into her mind that HYDRA worked hard to suppress.

She shook her head, she was on a mission. A mission to capture him and also to annihilate Wolverine. He was obsolete; therefore she needed to take him down.

X-23 slipped into another abandoned building, and knew that it would be futile to go after him tonight with how many distractions were around her. She'd pick her moment.

* * *

 

Kara Danvers just had a few things to do and she was done with the wonderful world of high school. All she needed to do was take her final set of exams, make sure that all of her credits were in order, and head off to the admissions office where she would get her diploma. Peter had the same schedule really.

She did have a few stumbling blocks along the way, but she did so.

She stopped, her hyper sensitive hearing picking up something. Not just the usual morning gossip about who was dating who, who broke up with who, and who cheated on who, and all that lovely stuff.

She stopped at the frustrated growl given by one Amanda Sinclair. The woman held the piece of paper in her hand, and Kara looked over her shoulder.

She knew she shouldn't read what was on that slip of paper. Kara knew that, but she couldn't resist. It was like that forbidden fruit hanging from the tree just begging to be snatched. It was just seconds away from being snatched about out of her hand.

**I See U.**

That was short, but at the same time extremely creepy. Kara edged her way behind Amanda and cleared her throat.

Amanda turned around, and nearly fell over.

"Amanda, sorry, you look upset," Kara said and she frowned. "Is there something wrong?"

"Just a guy that I broke up with, he's been leaving me these notes, guy's a deadbeat, I'm glad that I dropped him," Amanda said.

Kara frowned. On one hand that story seemed to be convincing, almost a bit too convincing. Almost like it was rehearsed.

"Someone isn't stalking you, is he?" Kara asked her.

"No, I'm fine!" Amanda shouted, a bit too firm for her own good.

Kara winced for a second. The fact that she shouted just in her ear might have done that. The blonde shook her head, placing a hand on her hip.

"Are you sure?" Kara asked her.

Amanda calmed down. She didn't really mean to snap at her friend like this. It was just that she was under a lot of pressure. She started over completely from scratch at this school, erasing her old identity. The ex-boyfriend story…..well she didn't know if it was him. She actually had a few suspects in her mind about who it was and none of them bode well for her future.

"I just got to get my books, exams are today, I don't want to be late," Amanda said.

Kara could see Peter coming up the stairs at that moment. She smiled.

"Someone nearly was," Kara said and she greeted Peter, wrapping her arms around him.

She pulled him into a kiss for her next play. Peter felt her soft lips smash against his and her tongue work its way into his mouth. He returned this heated and passionate action with a flurry.

"It seems like you're ready and raring to go," Peter said with a smile, when she broke away.

Super powered hormones, they could be fun. Kara wished he would have showed up a bit early, so they could have taken care of them before class. But she guess she would have had to wait.

"So, are you ready to blow this popsicle stand?" Peter asked and Kara nodded.

"Yeah, I am…..thought I was going to be stuck here for the rest of the year," Kara said.

"I should have been gone last year," Peter said and he saw Amanda put her hands on the locker, to fiddle with the combination.

"Chronic tardiness….."

Peter's spider sense went off when Amanda opened her locker. He raised his eyebrow.

"AMANDA, WATCH OUT!" he yelled suddenly.

Kara could see a bomb through her locker and she darted it, shoving Amanda out of the way, just as the locker opened.

She blocked the explosion with her back, preventing Amanda, Peter, or anyone else from getting it. It destroyed her new jacket, tearing it to shreds when the explosive bits sliced into it.

The fire alarm went off and the contents in Amanda's locker were burning. That included her textbooks.

"Oh my god, are you okay?" Amanda shouted, freaking out at this fact.

"Yeah, I'm fine, my jacket isn't though," Kara said, she hoped to avoid questions about the entire super invulnerability thing.

Amanda was completely shocked and she freaked out just a tad.

"You could have died," Amanda said, biting down on her lip and she nearly freaked out something fierce.

"Yeah, you know what, you could have as well," Kara countered. She wondered what the hell was going on. "Someone tried to kill you, seems like it is something to worry about."

Amanda thought these attacks escalated a bit too far. She got a text on her cell phone.

**Better luck next time. Still watching U. Stay dazzling.**

Amanda angrily looked at the text message, and everyone filed over. The school was evacuated and she walked out.

Kara and Peter followed Amanda out and she rushed to her car, which a burning CD was found on the hood of a car. Her eyes widened, as she stepped forward.

Someone was either trying to kill her or at least drive the poor girl completely mad.

"I'll get in touch with Oracle, see if she finds anything, you talk to Gwen and see if she can find anything on her end," Kara whispered in Peter's ear and he nodded in agreement.

They needed to find out what the mystery of Amanda Sinclair. The CD on the car was out of sight and burned beyond recognition. They wondered if it had any significance.

Captain Stacy arrived on the scene with several of New York's finest. There were some that were skeptical that Miss Sinclair was actually being victimized, because they found no physical evidence of anyone just yet. Some thought that she was doing these attacks to herself in an attempt to draw attempt.

George Stacy believed they were dealing with a dangerous psychopath who had marked Amanda Sinclair as his personal target, in an attempt to drive her completely mad.

When she was brought to the sense of despair, she would finally be put out of her misery.

It had all of the marks of some kind of sick professional who was too much in love with his work.

* * *

 

Silver Sable sat back on the couch at the hotel room that she stayed this evening. She carefully scouted the web slinger, trying to look for several patterns in his offense. There was a lot of video out there regarding Spider-Man and it just proved how sloppy the young man was.

He was skilled in several other areas, she'd admit that. There was also much room for improvement. The Silver hair mercenary focused on his battles against some of the villains such as Shocker, Trapster, the Enforcers, and many others.

She could see that he had certain patterns in battle he favored.

"He uses what he considers to be wit to throw his enemies off," Silver said, marking down a note on her sketch pad. She smiled when she reclined back on the sofa. The Kingpin really must have been insulted by Spider-Man if he wanted to throw this much money down. "It's almost amusing, or it would have been amusing if it wasn't so sad."

Silver continued to make some more sketches on her pad and she mapped out what she thought to be an ideal battle strategy to take down Spider-Man. The woman's smile grew even wider when she plotted her next move.

The next time he was out, she would have him.

"It's a shame, but can't confuse business with personal," Silver said.

There was a creek outside her door and the silver haired mercenary looked over her shoulder. She knew that there would be someone coming after her just as much as she came after someone.

The woman held up a weapon in her hand. After what happened to the hunter, Silver wasn't taking any chances and she half expected something to go down. Although she wasn't certain what would go down, she expected that something would go down.

A loud creaking sound once again caused her to look over her shoulder. There was a moment of nervousness that flickered through her eyes. The silver haired mercenary knew and understood when she was being stalked.

Someone dropped down from the window above her. Silver Sable dropped out of the way, and she could see her enemy move quickly.

Silver had the presence of mind to dodge the attack. The claws stabbed into the couch.

"So, another one is after the bounty," Silver said. She took out a grenade and was ready to attack.

She lobbed it down onto the ground. The grenade busted open and released a blinding and choking powder that obscured the senses of her enemies.

Silver delivered a spinning roundhouse kick and knocked her enemy on her back. There was a huge crack when the girl dropped to the ground.

She swung a dagger. The girl's claws answered that attack by blocking it and the dagger shattered underneath the impact.

Silver blinked, the dagger was especially made to withstand any kind of attack. It shouldn't have broken like that. It did and the woman frowned when she looked down at her enemy.

She shocked the girl with another weapon and made her way through the open window. She rushed out into the bitter New York City winter.

X-23 felt her senses enhanced and she looked around. This mercenary was pretty dangerous and gave her a great fight. She almost got excited by it.

Silver came back down, and drove her face first into the ground.

"You've got a lot to learn if you think that you can take me down!" the mercenary growled as she grabbed X-23 around the neck.

She tried to hurl her down, but she put the brakes on. Sable dodged the claws again.

"You should have left, I don't want to do this, leave Spider-Man be," X-23 said.

"Oh, are you his protector?" Sable asked, and she drilled her enemy with another flash bang.

That might have been a mistake as the girl flew off the handle in the most feral of feral rages. She rushed in, slicing her claws at her adversary in an attempt to take her down.

Sable escaped the fury of this woman in a blink of an eye. The claws slammed through several pieces of her makeshift headquarters. Sable set up a couple of explosive charges to detonate in a few moments and escaped, potentially with her life.

There was another party there and the silver haired mercenary smiled. Things were getting interesting.

Tonight would be the night that she continued to pick up the trail for Spider-Man. She held a miniature cannon in her hand, and shot an explosive charge towards the makeshift apartment.

It exploded, hopefully burying her pursuer in the debris. Sable knew that she should go back and check for the body but she was on a deadline.

Tonight would be her night.

A pair of claws stabbed angrily through the debris and shifted their way back up. She would find Spider-Man and find him soon.

She didn't take having an entire building dropped on her well either.

* * *

 

Peter waited for Kara to return. He stood next to Amanda and she looked completely shell shocked at that. He supposed that it wasn't his place to pry regarding her. Even though he was anxious and wanted the answers. The young man paced back and forth.

There was a sudden arrival that caused Peter to turn around in surprise.

"I need to speak to this young man for a minute, it won't be long."

She was incognito, but Peter never failed to recognize a woman like that especially when he slept with her. The one and only Natasha Romanov, the Black Widow, motioned for Peter to follow her.

"So, I take it that this isn't a social call," Peter said when they were out of an earshot out of any prying ears.

"Not this time," Natasha said and she could see that he was preoccupied by "Miss Sinclair." "Don't worry, there are a couple of agents keeping an eye on her."

"And I'm guessing that you know exactly what's up with her, and you can't tell me because it's classified information," Peter responded to Natasha and she folded her arms.

"What do you think?"

"You only told me about as much as I needed to know, I get it," Peter sighed. He nearly cracked his back standing on straight. "So what exactly is the reason why you came here in the middle of this, of all things?"

"Sergei Kravinoff is dead," Natasha told him and Peter raised his eyebrow. "And he was killed by something that was human, but had the animal instincts. She had claws and a bad attitude."

"Kind of like a female Wolverine then," Peter suggested.

"Exactly," Natasha commented him and he raised his eyebrow for a second. "But that's only the beginning."

"Oh, more good news?" Peter asked and he wondered exactly what she could have in store for him now. He doubted that it was anything that he wanted to hear. He listened regardless.

"This woman came into the country, and she intends to cash in on the hit that the Kingpin put on you," Black Widow told him.

"So, wait, no one told that guy that I wasn't the one that messed up those operations…..well not those operations in particular?" Spider-Man asked.

"For him to rescind the offer now, that would cause him to lose face, but you're dealing with a world class mercenary," Natasha said without saying a breath. "Silver Sablenova, better known as Silver Sable. She's not some vain game hunter like Kraven. She's a professional and it's not personal for her, it's just business. She may have been stalking your every move from afar for a while now."

"That would explain the hypersensitivity of the spider sense," Peter muttered underneath her breath. "And again, I ask, why can't SHIELD just take these guys down before they kill me?"

"She presents a jurisdiction problem, we could take her down, but we couldn't hold her for more than forty eight hours," Natasha commented and Peter looked at her, giving her the eye. "That's Fury's orders."

"Of course, Fury must have a busy schedule, between all of the secrets he has," Peter said darkly. "Must be hard to keep those all straight. Who needs to know what and why."

"Fury…..tells us only what we need to know and he sees a bigger picture," Natasha said, not showing her frustrations about how Fury kept her out of the loop in certain matters. There were rumors that there was a leak in SHIELD and a mole that could be pretty high up. Natasha wondered if Fury suspected her. Being on both sides of the law in the past, she could see it. "Just keep your head up and keep on your toes…I have to go."

Natasha left into the shadows and Peter stood, placing his hands on his hips. He gave a long sigh.

' _Why is it whenever I meet with the Black Widow, I'm left with far more questions than I am answers,'_ Peter thought, shaking his head. _'Okay, never mind, just deal with it Parker. Suck it up and do it.'_

Peter Parker thought that he would have some good news for a change. He had another mercenary after his head and he figured that she was a good one.

Kara dropped down beside him. He nearly jumped, but to be honest, he heard her coming.

"So, please tell me that you've found something."

"Nothing on her, yet," Kara commented and she looked on with regret. "But Oracle is searching, and she's good at finding a needle in a haystack."

Peter looked at Kara and he had an idea that could catch this enemy. "So, Kara, how would you like to go to a sleepover?"

* * *

 

"It's not a problem at all, Amanda," Gwen said, and she was as curious as anyone else to figure out what the mystery of Amanda Sinclair was. There were just a lot of things in her mind that were not adding up.

The trio of Peter, Kara, and Gwen followed Amanda to the front door. It was a nice looking house, but it looked like the windows had been repaired recently.

"Looks like there's no one home," Peter said, unable to help himself from making the obvious observation.

"My parents are out of town," Amanda said in a crisp and calm voice. Her hands shook when she fumbled with the door latch and pushed the door open.

She thought that she might find a nasty surprise in there from her stalker but thankfully he had left her alone, at least for today after that locker bombing incident.

"Nice place you have here," Kara said, looking around.

She still didn't know much about Earth architecture, but she knew what she liked and she was impressed. The blonde held her bag over her shoulder, and Gwen walked over, with a laptop over her hand, that she set up on the coffee table.

"Lots of homework?" Amanda asked her.

"Yes, tons," Gwen said, but there were a few other projects that she was working on as well. The biggest project would have to be the identity of this young girl standing beside her.

The woman parked herself out on the couch.

"That's just the college life though, isn't it?" Peter asked.

"The three of you really won't have a problem," Amanda said, sitting down on the couch and crossing her legs together. She inhaled and exhaled when she looked up. "I mean, you're prodigies and….."

"Thank you," Kara said with a smile on her face. "But your grades are still good."

Amanda smiled, her grades were pretty good. Even though they started to slip a little bit thanks to the stress she experienced lately. She held her cell phone, almost as if it was like a pipe bomb that was just fixing to go off. Her nerves were wrapped in a bundle and about shot.

"As much as I'd like to stick around for three beautiful girls, I've got a few things that I need to do," Peter commented to the trio of girls.

"No problem, we'll keep an eye on things here," Kara said to her.

Amanda looked at her classmate strangely. "I thought that this was a slumber party, not a stakeout."

"Well, hopefully no one will show up," Gwen said, and she looked at Peter. "Lock the doors behind you, will you?"

Peter smiled and reached over, pulling Gwen into an embrace. He gave her a kiss that caused her toes to curl.

Kara waited impatiently and Amanda watched the kiss, transfixed. That was about the hottest thing that she saw in her life.

The moment that Gwen and Peter parted, Kara swooped in and nearly pinned Peter against the wall. He blocked himself form going through the wall, and turned her around.

"Behave," Peter whispered in her ear.

"I am behaving," Kara said, and he pinched her ass, which caused her to squeal in delight.

Peter kissed her again and Amanda watched, her brain was in total shut down mode right now. She had…..certain vibes about Peter and the girls around him and that was being proven to be true.

She felt like she should be angered by this on principle, but she couldn't bring herself to hold herself by the traditions that her strict parents brought her up. Any thoughts like that flew out the window and were replaced by nothing but the greatest thoughts of what it would be like to be in Peter's arms.

She shook herself back to life and Peter was gone.

"I'm sure that you have questions," Gwen commented to Amanda.

"Mmm, um…..I guess," Amanda said, when she caused her brain to reboot suddenly, and Kara put her arm around her.

"Well, there's something about strong males who have a pride of females….and it takes a rare breed to reach that point…"

Amanda's curiosity heightened to new levels and it was obvious that Gwen was the Alpha. She figured that Mary Jane must have figured herself into a position of high prominence and Kara was up there. She was a girl with a forceful personality, so she would settle for nothing less than the best.

It became clear that Peter attracted strong and sexy females. She kind of felt sorry for him in a way.

* * *

 

' _You know, people might think that I'm a prodigy,'_ Peter thought. _'But prodigies do not ignore a night in with three beautiful girls, and went out to look for a mercenary that is capable of killing me.'_

Peter was about ready to check in with Jessica who was on the other side of town. He also hadn't forgotten about the person that killed Kraven. He would have track her down as well. The motive was lost.

Spider-Man's spider sense went off and he turned around, to see a miniature rocket shot at him.

The web slinger dodged and the building roof that he once stood on blew up. It was an abandoned building, thankfully.

' _She must not be one for collateral damage,'_ Spider-Man thought.

Spider-Man saw the silver haired mercenary go down on the zipline and try to kick him where he stood. He dodged out of the way.

He spun around and knocked her down with a huge back spin punch. Or so he thought. She faked being dropped and kicked up. She went for a roundhouse kick, but he dodged it. The two of them stood across from each other.

"So Silver Sablenova," Spider-Man commented, when she held up the gun. He web yanked it out of her hand.

"Call me Silver Sable."

"Hey, whatever you want, I'm not about to argue with the woman who is about to kill me," Spider-Man said and he charged out of the way of her attack.

He could see that she was quite a looker. Her silver hair gave her an exotic look, the look of a woman who knew what she was doing and didn't care who knew it. The super tight silver bodysuit was a thrill when it formed around her elegant curves. Peter couldn't keep his eyes off of her for a second.

"This is nothing personal," Silver Sable remarked blandly.

Spider-Man learned that he would have to deal with many beautiful women in super tight clothing. Some of them wished to kill him. She nearly took his head off with a roundhouse kick.

He dodged the attack and web yanked her feet out from underneath her. He jumped up, but she flung a dagger over her head.

It sliced a cable and caused a piece of equipment to fly at Spider-Man. The web head evaded the attack with the swift precision that one would expect from him.

"You know, you could say that this is nothing personal, but I'd disagree," Spider-Man said. He tried to web her up. She dodged the attack and threw three daggers at him. This distraction allowed her to reclaim her gun. "Killing me is very personal."

"I have one hundred million reasons to take this job, Spider-Man."

"Trust me, it's not worth it," Spider-Man told her, and the woman frowned when she held up the daggers.

She charged Spider-Man. He half expected a rainstorm and a fire to come up any second now. He was dealing with a hell of a fight.

* * *

 

**To Be Continued On December 6** **th** **, 2014.**

* * *

 

_So yes, we're continuing with the Amanda story arc. It may be painfully obvious who she really is by now, but it will be spelled out in a few chapters. There's a pretty big hint in this chapter._

_So Silver Sable is on the hunt for Spider-Man. It was only inevitable that she shows up._

_Two more chapters in 2014 left to go before the hiatus until early 2015. And I can confirm that this will be fifty two chapters. Now granted, I can always go back and add more if I feel inclined to but 52 is a pretty good ending point for a while. But we've got a bit until we get there._


	31. Silver Ambitions

**Chapter Thirty One: Silver Ambitions.**

* * *

 

Silver Sable rushed Spider-Man with two knives extended in an attempt to take him out. The web slinger launched him over the top of her head and landed behind her.

"You know out of all of the assassins that are after me, you are the easiest on the eyes," Spider-Man said.

' _Maybe only because Elektra never came to collect on the bounty yet,'_ Spider-Man thought. He was able to push all of the right buttons on her or so he assumed. Of course one knew what those who assumed did. The web slinger avoided the brutal attacks of Silver Sable when she tried to take her out.

The woman tried to nail him with a set of knives. He dodged her attacks and did a pivoting motion through mid air. He shot out his web lines and pulled the knives out from her hands. He rammed a series of punches towards her.

At least he would have, had she not leaned backwards. Spider-Man grabbed him by the ankle and twisted it forward. She slammed him knee first down onto the ground. Silver Sable jumped up and tried to take him out.

"You know, you should surrender!" Silver said. She tried to take out Spider-Man but he kept dodging her attacks again and again.

"Sorry, that's not a word that's in my lexicon," Spider-Man said and he kicked her in the midsection to double her over. Another pair of kicks continued to rock her. Spider-Man went behind her, folding her arm around the back of her head. He pushed her down to a kneeling position.

Silver Sable didn't get on her knees for any man. Not even this Spider-Man, even though he did whatever a Spider-Man could. She rammed her elbow into his face and disappeared into the night.

' _You've got to be close,'_ Spider-Man thought to himself. He knew that she was right underneath his nose. He could almost sense it.

There was a buzz that signaled his Spider Sense. The web slinger whipped himself down and dropped down. He craned his neck back and looked all around.

He almost expected the other shoe to drop. The web slinger peered up again and his spider sense buzzed.

She blasted a sonic pulse towards his chest. He dodged the attack.

"Not too bad, but don't worry, I've got you on the ropes now!" Spider-Man yelled, webbing onto her gun. He pulled it out of her hands and then flung it over the back of his head.

The gun dropped down to the ground and Spider-Man kicked her legs out from underneath her. She dropped down and then jumped up.

Silver wrapped her legs around Spider-Man and flung him down to the ground. She pulled a dart gun out and shot him in the shoulder.

"Oh, that tickled just a little bit," Spider-Man said shaking his head.

Silver looked at the gun in surprise. There was something that distracted her. That was the worst thing. There was also enough drug in that traq dart to take down a rhino, maybe even the Rhino as well.

She shook the gun and frowned in frustration. She tried to tranq Spider-Man again. This time he dodged the attack.

"Just stand still and you won't get hurt!" Silver shouted as she tried to shoot another round into Spider-Man.

Silver Sable was an adept fighter. Spider-Man almost figured out the pattern, he just needed to keep her moving a little bit more. And more importantly he needed to stop from getting drugged. Yes, he needed to stop from getting drugged, that was a key thing. The web slinger shot a pair of web lines around her ankles and tripped her up.

"You know for someone who this isn't personal…"

He never finished his sentence. She knocked him off of the side of the building. Spider-Man shot a line of webbing and latched onto the building.

"Okay, she was right next to me," Spider-Man said and he looked around. He had a very bad feeling about this. Exactly what that bad feeling was, he couldn't quite put his hand on it. Only that he had an extremely bad feeling about this. "Okay, Spidey, head's up before it becomes head's off."

Silver Sable dropped down from behind him. He turned around and blocked her punch.

"One who fights like you will make the earnings that I get that much sweeter," Sable said, and she rammed her fist into Spider-Man's midsection. She doubled him over.

A series of rapid fire punches to the side of the head and the neck continued to double him over. The woman launched herself over the top of his head.

"Blocked, and ducked!"

The battle skidded to a stop. The result ended up a draw. Silver Sable was torn between attacking again or taking him into the nearest bed. The mercenary wondered what had gotten over her. Her body heated up to the point where she didn't know why she felt what she felt.

"Not bad," Silver said grudgingly.

Spider-Man could tell that she was up for round two and in some twisted way, so was he. This dodgy bit of foreplay continued with both of them trying to one up the other in this battle.

She slipped away suddenly, and Spider-Man was about ready to chase her.

He stopped when the world changed around him. The web slinger didn't know what to make of it, but he had an idea once he showed up on the other side.

* * *

 

The last time he had been sent here, it was under more pleasurable circumstances. This time, Spider-Man doubted that the reasons that he got sent here for more for business. He needed to determine where he stood and he continued to walk.

"Madame Webb, I know that you're there," Spider-Man said and he cleared his throat. "Julia, I thought we had a discussion about surprise pulls into the Astral Plane."

"My apologies, but it was urgent, as you are in grave danger."

Spider-Man sighed, he thought that he got through this. He wasn't imagining things. He had the whole two Spider Woman, one Spider-Man thing, didn't he? He wasn't hallucinating any of that, was he?

"You know, Julia, I'm not in…"

Julia descended down, she was actually dressed in a casual tight white shirt and a pair of jeans to match. She smiled when she approached the young man before her.

"Once again, I'm sorry, I honestly and truly am sorry to pull you half way across the universe," Julia said.

She leaned forward and her soft lips connected with Peter. He knew that she was trying to employ a common tactic to divert his attention away from the matter at hand. It was distraction by seduction and all that stuff.

"Okay, you got my attention, why am I in danger?" Peter asked.

"I haven't been able to completely divine the reason why you've been in danger," Julia commented when she placed her hand on Peter's shoulder. She ran her hand all over his shoulder and tried to get his tension out of him.

The fact that she could not keep her hands off of him didn't have anything whatsoever to do what she was doing. The redhead's tongue trailed over the bottom of her lip and she stared at him.

"There's a force, an ancient enemy that came after you, and it's risen, you cut off one, and two more rise in its place," Julia said.

Peter got that immediately and he hitched in his breath. "HYDRA?"

"Yes, HYDRA, that's what it is, HYDRA," Julia commented, she was most pleased that he was able to put two and two together in this way. "You know the connection that your parents had to them."

"And Essex did something to them on the orders of HYDRA,' Peter reminded himself. Essex was like the big bad boogeyman, no one wanted to acknowledge that he existed. There was a good reason, the man was twisted.

He thought that even there were some leaders in HYDRA that questioned any association with Essex. They just dealt with him because it was better the devil that they knew.

"And Essex has worked with the ghosts of something else from the past to bring the ultimate assassin to take you down," Julia said and she stopped. She could feel a bit of a headache popping on in the back of her head. Precog was a dangerous thing, especially since there were so many time branches that they can go down. "Or at least what HYDRA perceives to be the ultimate assassin."

Spider-Man could tell that they were going down this journey together.

"Regardless, she's a weapon and she should be treated as such, dangerous…..but maybe if you find a way to control it, you will be better off," Julia said, she had a good idea what was happening now.

If she was right, this could prove to be an interesting experience for her fellow spider. She ran her hands down his chest and stopped.

' _Right, this isn't a booty call, calm yourself Carpenter, there will be plenty of time for that on another day,'_ Julia thought.

The first time she had him here, she thought that it would tide over her frustrations. Unfortunately, Julia was more than wrong. The female felt younger than she ever felt before.

"You're going to want me to be careful, are you?"

"I just want you to be on your guard for anything," Julia said, pushing his mask up. Even though the mask was not needed in the Astral Plane, it was a matter of respect for him and his secret identity when he had it on.

"Okay, I'll be on my guard, trust me," Spider-Man said and Julia's lips curled into a momentary smile.

"I trust you, Pete, I really do," Julia commented and her lips moistened.

She thought maybe one for the road. Just one for the road, it wasn't going to hurt anything. Her lips moistened when she closed the gap upon him. Her lips were this close to impacting his. It was almost to the point where the pair of them touched. She was so close, but yet she was so far. It was just like, she didn't even know.

Julia's lips touched his. She gave into what was forbidden fruit. Her tongue snaked into his mouth.

Peter could feel her lips on his and she pulled away.

"Am I….."

"You're fine, I just need to get my head together, and if I can help you in any way, I need," Julia said.

It was harder and harder to see what she needed to see. Her emotions got clouded.

Spider-Man was back in the center of New York. His nerves were on a trigger and he looked around.

' _Okay, something's up,'_ Spider-Man thought.

He didn't forget about the alluring silver haired mercenary that slipped into the cold and the chill of New York. It was just that he had another consideration that complicated things a little bit.

' _Since when has my life been anything but complicated?'_ Spider-Man thought, shaking his head with a long sigh to match. The web slinger was about ready to go off into the distance.

* * *

 

It had been a while since Gwen had been to a slumber party. After what happened when she was nine, she had been banned for a long time. Thankfully the charges were drop, only she and Chloe were both in so much trouble.

That might have been a lifetime ago. And this was a stakeout more than a sleepover.

"Look, I appreciate the fact that you're concerned about me," Amanda said to Kara and Gwen. She was curious about Kara considering that she took the full blunt blast to her back. "I really am but…..the two of you, you could get hurt."

"The police are investigating this," Gwen told her firmly.

Amanda didn't really seem too happy about that for some reason. Kara picked on it right away. She had her secrets. She wasn't going to fault the girl for that or call her out on the table for that.

"Um….."

Kara made an excuse to head to the bathroom. She was pretty sure that Gwen would keep Amanda in good hands.

Her contact was good and never failed her before. Kara sent a quick text to her to check on the progress. The blonde tapped her finger against the side of the device and waited fairly impatiently.

She didn't have to wait as long as she thought that she did. Minutes seemed to past through the ether before there was a call on the other end. Kara bit down on her lip and she saw the call come on through on the other end.

**Sorry, nothing.**

Kara figured that was going to happen. That didn't make her any less frustrated regardless.

She walked out and saw Amanda sitting in the center of the room, working on something. She had to appreciate the girl because she tried to maintain some kind of semblance of a normal life despite all of the insanity that she experienced.

"So, do you need any help with that?" Gwen asked her.

"No, I'm good, I just got to revise it a little bit," Amanda said. She didn't want to say that she was frustrated by the fact that she had to redo everything she was doing.

Gwen got a call which caused Amanda to nearly jump hallway up in the air. The woman picked up the phone and answered it.

"Hey, Pete…..don't worry about it, you're just going to have to come over later," Gwen said to him. "Keep me posted, no, no, nothing on my end, don't worry about it, everything's good. There's been nothing out of the ordinary."

Amanda could hear something more to Gwen's voice. She held her tongue back. This girl was the last one that should talk about any kind of secrets. Especially given that she had a boatload of them for who she was.

"That was Peter, he won't be able to swing by tonight," Gwen said.

"He ran into someone, didn't he?" Kara asked, hoping that statement was vague enough where Amanda didn't put two and two together in the wrong way.

"Um, yeah, he ran into someone," Gwen agreed, nodding her head.

She watched Amanda's reaction. She sensed that there was some kind of reaction burning on the tip of the tongue of this girl. It was like that she fought her inner nature to spit out some kind of response. Gwen raised her eyebrow and decided to lean in closer.

"If you want to know anything, all you have to do is ask," Gwen told her.

Amanda nearly jumped halfway up and shook her head completely. "No, that's not…"

"Peter and I are together, and so is Peter with a couple other girls," Gwen said.

Kara corked her eyebrow but wisely said nothing. To say that Peter was with a few girls would be a gross understatement. She was just going to let it go for now.

"It's some kind of collective relationship, then?" Amanda asked and Gwen smiled. "Well…..I'm not going to complain about it, I mean he treats you all well and gives you the proper attention."

Kara jumped in for Gwen. "Anything that we need."

"Oh that's good," Amanda said. She had to admit, she was curious but reluctant.

She thought about the benefits of getting into such a relationship. Amanda thought about it, thought really hard about it. It was almost so hard that it hurt.

Gwen watched Amanda's reaction to the thought of the multi-relationship. She could tell that the girl was interested in some way. But there was something that held her back. She understood that she might have been upset by something or another.

"Don't worry, I'll put in the good word for you if you want me to," Gwen said, leaning forward to Amanda.

She gave an eep in response and Kara smiled at it.

"We both will," Kara said, and she leaned in close to Amanda. She could see the girl shiver a little bit.

"Um…..I guess…"

"We both know you like Peter, there's no need to lie," Kara said with a smile.

Amanda wasn't going to lie. She did like Peter. That wasn't the point, and they all knew it. Her head shook and she let her breath out in a lengthy sigh.

"Let's find something fun to do," Kara said and she paused. "When you get your homework done."

"Almost done," Amanda said. She would be out the door with Kara and Peter if it wouldn't be for circumstances.

* * *

 

Spider-Man allowed himself to take a breath. The last thing he remembered was that he was being stalked. Then he was knocked off of the side of a building once again.

The web head was so sick and tired of falling from some pretty high heights. He gritted his teeth when he looked up and around after he pulled himself back up. He was sure that she would look for her on the ground.

' _Okay, which of you did that?'_ Spider-Man asked as he shook his head. _'My mysterious attacker or my alluring silver haired Merc….it's got to be one of the two.'_

Silver Sable jumped high down from the side and tried to slam a knife into Spider-Man's ribs. The web slinger dodged the attack and he swung around the other side. He drilled her down across the back of the head.

She did a forward roll and landed directly on her hands. Silver bounced up and smiled, drawing a gun on Spider-Man.

"Very good, did you try that trick at parties?" Spider-Man asked her and the alluring silver haired mercenary smiled at him.

The ground underneath Spider-Man cracked. His spider sense warned him thankfully. He vaulted high in the air and latched against the side of the building.

"Yeah, that was one of my better ones," Spider-Man said, trying to lighten the mood.

Silver felt her hair cling to the side of the face. She thought that she was winded because of the brisk winter blunderland that attacked her. The more that she thought about this, the more she realized that she was torn between killing Spider-Man or taking him into her bed.

' _Been down this road before and….'_

Silver Sable felt herself webbed upside down. She felt her breasts squeeze against the webbing when she swung back and forth. The breath nearly was knocked out of her body the more she struggled.

"You know that's a pretty good look for you," Spider-Man said and she squirmed her way out of the webbing or tried to.

It was tighter than she thought that it would be. The webbing wrapped around her breasts and she could almost reach for her belt.

"Is that really worth it, how much money…"

"Money like that, my country could pull out of the depths of a recession," Silver said and she struggled. "And I could have never had to do this work ever again."

"Well, I sympathsize with you somewhat," Spider-Man said and he thought about freeing her from the webbing. "You know, if it wasn't for the entire part where you tried to kill me."

The man in the Spider-Man showed great interest in seeing her struggle and squirm. It didn't seem like she was going to get down from where she was on her own accord. He watched her attempt to do so great interest.

His interest was turned away from the alluring silver haired mercenary when something buzzed in the back of his head. His spider sense tingled something fierce.

He turned around, and he could see what amounted to no more than a teenage girl attack him with razor sharp claws. She was quick, almost as quick as his Spider Sense. He just barely ducked his head being taken off.

Spider-Man felt himself slammed hard down onto the ground. A claw retracted from her foot and she tried to kick him hard in the ribs. He ducked and rolled.

"Hey, watch where you point those things, lady!" Spider-Man exclaimed and he blocked her arms.

She was surprised that one of her attacks was blocked. His firm grip around her arm caused her to relax ever so slowly.

"What's your problem?" Spider-Man asked.

He took a firm grip but one look in her eyes showed that she was a young teenage girl who was in way over her head. Trained well but she was in way over her head. The look of rage and fear was a deadly combination.

Spider-Man felt a valuable lesson reinforced in him and that was never mess with a caged animal. They would strike back against you and hard. This particular caged animal struck back at him and hard.

She knocked him down, bouncing the back of his head off of a set of bricks. She lifted her clawed hands on, but another set of claws blocked hers.

X-23's eyes flashed with pure rage. She snarled when she saw that monster standing before of her. The memories of what he did, willing or otherwise, caused her to snap.

Logan, Wolverine, whatever you call him, was surprised. He got the mysterious message that there was a kid that was just like him and had his powers. His healing abilities and his claws, and he couldn't believe it.

"What the hell is your problem?" Logan demanded.

Laura stabbed him in the stomach, doubling him over. The fury she had exceeded her inexperience by a great deal.

"I don't have a problem with anyone, other than you, and my mission is to take you out and capture Spider-Man!" X-23 said and she kept drilling Logan.

Logan's eyes flashed into rage, and he took the girl's legs out from underneath her. She slammed down onto the hard snow and ice.

X-23 backed off, and Spider-Man wondered if he should get in the midst of this fight.

Silver Sable finally freed herself and dropped down to the ground. She thought about cutting her losses suddenly.

"Stay away from me!" X-23 yelled, and she slammed her fist into Logan's jaw.

Healing factor or not, a well-placed hit like that couldn't cancel out the pain.

X-23 could see the flashbacks of her conditioning. The memories that would make a young girl's mind snap completely. She kicked him in the jaw with her foot and then she knocked Logan off of the building, causing him to hurl over the edge of the tall building they were to the ground below.

Spider-Man watched the girl go into some dangerous looking convulsions. It was obvious that she was having some kind of episode.

Silver Sable looked at this girl. She needed to put her down, for the good of anyone. Sable lifted her tranquilzer gun and shot it at the girl.

X-23 turned around and again there was no affect. She used the strongest equipment possible.

X-23 saw nothing but her horrific handlers around her. This silver haired mercenary was the furthest thing from her mind.

Silver Sable flew off of the side of the building and Spider-Man swung around, to capture her.

"You're a real bleeding heart hero, kid," Logan said, and Peter looked at Wolverine.

He looked up and she was gone. Silver Sable looked to be critically injured from being attacked. Logan looked completely injured as well.

"Yeah, it wasn't personal and there's no need to make it like that," Peter said to Logan. "But she's got a mad on for you, doesn't she?"

Logan just grunted, already in a foul mood. Then again, Peter never knew Wolverine to be in a bad mood. The web slinger held the silver haired mercenary up in the air.

"We're going to get you back for some medical attention, just hang on."

* * *

 

"A teenage girl did this?" Ororo asked when Silver Sable had finally been stabilized.

"Ororo, it wasn't just a teenage girl, it was a teenage girl with claws and Wolverine's attitude, which might have made things worse on the account that she was a teenage girl," Peter informed her.

' _At least Logan doesn't have PMS, as far as I know anyway,'_ Peter thought and he shook his head.

That being said, the web slinger saw Kitty and Jean waiting in the hallway, to introduce him to someone.

That would have to wait for a minute and there was a large thunderous knock on the door.

Logan could smell a rat a smile away. Especially this rat and he walked off to answer the door.

He came face to face with Sabretooth and Mystique.

"You've got some stones coming here," Logan growled when he stared down both of them.

"We don't like this any more than you do, runt," Sabretooth said when he looked at him.

"You know given what happened the last time the two of you got together, I wouldn't expect….."

"Don't you dare bring that up," Mystique hissed through her teeth. It resulted in what she considered her gravest mistake.

"I'd say I'm sorry, but you should both know that I'm not," Logan growled when he looked at both of them. "Just why the fuck are both of you here anyway?"

"Weapon X has been annexed underneath new management," Mystique said to him. "Cornelius's decomposing body was found just a couple of days ago. He had bene hacked to pieces by someone who took a few plays from your playbook. Although she did it with much more style."

Logan crossed his arms and locked his eyes of them.

"I know she exists, I ran into her tonight."

"Guess so, you don't seem to bruise that easily normally," Sabretooth whispered. "I kind of jealous that I didn't lay that big of a beatdown on you."

"The Acolytes uncovered something that could put us all in danger," Mystique said to him. "You need to come with us now, so we can sort this out. We're among the last of the old crew, we're the only ones who can….."

"Other than Wilson, but we're not going to that bugnuts fucker for help," Sabretooth added.

"He wasn't even a consideration," Mystique said sharply. "So, one more time, to make sure Weapon X is terminated."

"One more time, but if this is one of your Brotherhood tricks…"

"Keep the X-Men out of this, and we'll keep Magneto and the rest of his crew out of this," Mystique said.

"Fine," Logan said, walking off, unknowing that there was someone listening in on this little conversation.

* * *

**To Be Continued on December 9** **th** **, 2014.**


	32. Secrets of Weapon X

**Chapter Twenty Two: The Secrets of Weapon X.**

* * *

 

"It's good to see you again," Kitty said with a smile on her face.

"I just visited last week," Peter said and Kitty shrugged her shoulders. She hugged him from behind. She nearly put him through the wall which would be a literal movement with her powers.

Peter smiled in spite of himself. It was pretty good to be back amongst friends, especially these friends. He stood up to his feet and turned around to face Kitty, Jean, and Ororo, but there were two recruits he hadn't noticed.

"Charles has been recruiting because there has been a spike of new mutants," Ororo said to him "Some of them have been receptive, others that have turned him down something fierce, and there were others who said that they would have to think about it."

"And you always recruit the very best," Peter commented, making sure that he was in pure Spider-Man mode.

"Ah, you're too kind, Sugah," a girl said in a sexy Southern accent. She walked forward and she had deep auburn hair with a white streak going through it. She wore a tight yellow and green suit that fit nicely around her ample curves and they were quite ample. She had a pair of breasts that were delicious looking ass that it was hard not to look at.

Jean cleared her throat and Kitty looked up with about face.

"Rogue's the name, and you must be Spider-Man," Rogue said with a smile on her face. "It's a pleasure to meet you."

"Rogue's power is both a blessing and a curse," Ororo commented. One could argue that all mutant powers could be considered that.

"Yeah, I can absorb the powers and memories of anyone else that I chose," Rogue commented, shaking her head. "If I hang on for too long…..well…I found out the hard way what happens."

"And that means that you can't touch anyone, can you?" Peter asked.

"I was kind of depressed about it at first, but I think that if I learned how to control my powers, I'll be in some pretty good shape," Rogue said with a smile. "And there are a couple of good incentives to learn how to control things."

"Why don't you use some kind of inhibitor watch or something?"

"Considered it, but Beast told me that it would be a short term fix at best and might do more damage to my ability to control my powers," Rogue said. She wasn't happy about that. She just took it as a challenge.

"Yeah, those watches are only short term at best and you might not be able to turn your powers off, ever," Peter said to her. "But I'm sure that you could figure out something."

"Oh believe me, we Southern girls know how to adapt, and that's just another hurdle that got thrown my way," Rogue said. She learned to adapt to the extra weight that stuck with her on top when she accidentally drained a costumed vigilante who had a rather common super power. She did look gorgeous and she gained the strength and the ability to fly, along with shooting heat out of her eyes.

The funny thing was that this girl just popped right back up even though Rogue drained her energy. Most were out for about an hour if she touched them, even accidentally. She didn't know what to make of that. She wondered if that girl had some kind of special powers of her own.

"Well let me know if I can help you with anything," Peter said.

"Well aren't you kind, I guess that's why we call you our friendly neighborhood Spider-Man?" Rogue asked, placing her gloved hand on him.

She withdrew her hand suddenly from him. She didn't want to drive anyone wild, especially from herself. The enhanced senses she got from that big breasted flying brick of a blonde caused her.

"And this is Elizabeth Braddock, we call her Psylocke," Jean said.

A girl dressed in a tight black suit that strained around her ample features stepped forward. The most exotic thing about her was the purple hair and glowing purple eyes that shined at Peter. The material of her suit went up and it was obvious that there was a certain part of her that most men and many women were drawn to. She wore a pair of thigh highs to add to that.

"Hello, you must be the Spider-Man that Jean and Kitty have been raving about," she said with a smile, looking him over. She had a clear English accent.

He filled out that costume rather well. She would have to say that much. The young man looked good enough to eat.

"I do try my best, Elizabeth," Peter said with a smile on his face and she looked at him with a flirty smile crossing her face.

"Please, call me Betsy, everyone else does," she commented, running her eyes underneath his body There was a moment where she locked her eyes onto him. "And I look forward to working with you, it's a shame that you're not part of the regular team."

"Well, to be fair, I'm technically not a mutant, but a mutate," Peter said, shaking his head.

"Oh, that's a technicality at best," Betsy said with a smile on her face. "But I heard that you underwent training to fine tune your abilities."

"That's an interesting story and the thing is…."

There was a moment where the lights went out in the Mansion. Peter tensed up and so did his spider sense.

Doctor McCoy appeared from the lab he was working in, carrying a lantern.

"Why is it that every time I enter the mansion, something has to happen where we get attacked?" Peter asked.

"That's not just you, trust me," Ororo said dryly. "Kitty, could you round up the rest of the team, we might be dealing with trouble."

"Right," Kitty said. "But Logan just…."

"Let Logan do what Logan does, we got to worry about the rest of the team," Ororo told Kitty patiently.

"At least it isn't as bad as what happened last week," Jean said and Peter looked at her.

"What happened last week?"

"The Danger Room came to life and tried to kill us all," Beast said lightly. "It took its name a bit too literal."

"Nightcrawler, Iceman, Colossus, all present, good," Ororo said.

"And Wolverine isn't present, again," Iceman said. "And people get on me when I goof off in the Danger Room."

"Only because you get us almost killed, my friend," Nightcrawler said and Iceman raised his eyebrow.

"Do you mind, we've got a situation," Kitty said crossly and there was a sound of something on the roof.

Peter didn't think that it was a bird for some reason.

* * *

 

X-23 recalled her mission and she was annoyed that Wolverine was just out of her reach. The man needed to be brought down and she needed to take Spider-Man in as well. Her head rang every single second of the way.

She forgot that she was a person sometimes. She could see Wolverine, he was talking to two other high priority targets. Raven Darkholme and Victor Creed, both of them had been part of Weapon X, but when the program disbanded, they found other homes. When Weapon X was folded under new management, they were considered outlaws and obsolete projects that needed to be sanctioned and taken out.

Of course, Weapon X was folded into HYDRA, with those who didn't agree with that being terminated. So the point was moot.

She made her way to the rooftop and suddenly, something thumped up next to join her.

"I hope you're not going my way," Spider-Man said suddenly.

"Get out of my way!" X-23 yelled. Her claws bared and her teeth bared along with them. She tried to attack Spider-Man.

This caught Mystique's attention and she aimed a gun. She was going to take the shot no matter how dangerous it seemed. A blast sent the bullet up and knocked the one known as X-23 off of the roof.

She thumped down to the ground.

"I don't think it's going to be that easy," Spider-Man said and he could see the ugly angle that she fell on the ground.

"One more just to make sure and…..stand down," Mystique said.

"Can't you tell that there's someone that's making her do this?" Spider-Man asked.

"Now's not the time to white knight the little weapon," Sabretooth growled. "Get out of the way, before I move you!"

Spider-Man refused to get out of the way. It was a matter of principle for him.

"I'm not going to stand down, not until you listen to me and….."

He thought for a moment that he was going to have a fight. The helicopter approaching caused Spider-Man to look up. He felt a lump swallow in his throat.

He could see the familiar symbol on the helicopter. HYDRA, they were here, out in the middle of daylight.

X-23 looked up and her hated handler looked towards her.

"You're too soft to finish the job," Kimura said and she turned around to block Mystique's attempt to attack her. "Raven, I never thought that I'd see the day where you fight next to people like this."

Mystique's teeth gritted and she fired back a series of kicks which rocked Kimura. The woman dropped down to one knee and then she armed herself with a weapon.

"I don't stand next to people like that," Raven said and the HYDRA soldiers stunned her from behind.

"Take out the obsolete one, and capture the rest and that includes the X-Men."

"You really want to test your luck against us!" Ororo yelled as she stepped outside. She caused a high wind to kick up and the soldiers slammed down onto the ground.

There was a moment where the HYDRA soldiers were trying to consider their options. They either attack the X-Men or they go back empty handed.

Kimura's angry eyes flashed over to X-23. "Finish the job, take down Wolverine, and Spider-Man as well. Or Doctor Kinney suffers the consequences for your failure!"

X-23's eyes flashed with absolutely insane and she shook her head.

"Yes, I will comply," X-23 commented dryly. She had no choice.

' _You don't have to do this,'_ Jean thought when she pushed her way into her mind. _'Laura, you don't have to do this.'_

Jean knocked the HYDRA soldiers like they were nothing. She could see Kimura coming towards her.

Spider-Man blocked Kimura's attack. The two of them battled with each other.

"You know, I wonder what your angle is in all of this, I mean, you don't seem to be the type that will hail HYDRA," Spider-Man said.

"This is not for HYDRA, this is about the future that you can't even understand," Kimura said, and she pulled out a blade.

She tried to stab Spider-Man's gut like a hot knife through butter, but Iceman froze her place.

"Something tells me that will only hold her for a little bit," Iceman said.

X-23 knocked Wolverine down into the gates and raised her hands up into the air. Spider-Man grabbed her hands and blocked them with his.

"Okay, we all know that Logan has a questionable attitude and even more questionable hygiene," Spider-Man said as they continued their scuffle. "But is this the road that you want to go down? Do you want to be as bad as these monsters that created you?"

X-23 closed her eyes and her breathing became deeper and more ragged. She didn't want to be as bad as that. No she didn't want to be as bad as that, she was better than that. Her quick ragged breathing increased at those thoughts. She didn't want to be that bad, she wanted to be better.

"Just take a deep breath and calm down, it's going to be okay,' Spider-Man said to her.

Kimura broke free and attack Spider-Man whilst the rest of the X-Men were dealing with HYDRA.

Mystique raised her hand up. It wasn't as much to save Spider-Man per say but she was angry that Kimura got the drop on her earlier.

X-23 disabled her weapon and Kimura turned around.

"Your loyalty is appreciated, and now finish the job," Kimura said to her. "Finish it now!"

X-23 paused for a moment and then she walked towards Logan that was down on the ground.

"I should kill you," Laura whispered to him.

"You'd be in the back of a long line," Logan grunted dryly.

"You don't remember what you've done, but I do, I remember everything, and it wasn't all unwilling," Laura said to him.

"We all…"

"Don't talk to me, goodbye Logan, goodbye forever," Laura said, raising her hands into the air.

She swerved and spiked Kimura in the ribs with them. Blood oozed out of her chest.

"You're not going to hurt anyone again, especially me, do you understand?" Laura asked, smashing her head down on the rock. "I'm not anybody's pawn, even if you seem to be now."

Then X-23 staggered back, she looked like she went into shock. Her pupils dilated.

HYDRA was still there however, Kimura being down on the ground did not seem to deter them that much.

Suddenly there was a whoosh of light and a blinding flashbang erupted before anyone could react.

"What's going on?" Kitty asked, she couldn't hear anything, she couldn't see anything.

The light cleared along with the smoke and several HYDRA agents found themselves down on the ground, completely beaten. Kimura wasn't one of them unfortunately.

Spider-Man bent down and saw the downed form of X-23.

"I'm fine," she whispered.

"No, you really aren't," Spider-Man said and he could see her go into a state of shock. Her pupils looked like they could barely function in the light.

"We should get her in for medical attention and she's not the only one," Ororo said and she looked at Mystique.

Jean frowned when she saw this. "Are you sure that it's a good idea to bring her in there?"

"We can't just leave her out here," Ororo said.

"Do you have any idea what's going on?" Iceman asked and Spider-Man shook his head.

He wasn't the only one that was completely baffled.

"HYDRA was about ready to storm us in growing numbers, that's what was about ready to happen," Mystique said, and she pushed Nightcrawler away. "Get away from me, I'm fine."

Kurt shook his head, he didn't know how someone could be so cold. She must have lived a miserable existence to turn into something this rotten. He felt terrified on the inside for someone like that. It must have been an extremely awful life to live.

"So, do you have any idea?" Kitty asked to Peter.

"My spider sense didn't pick up anything," Peter replied to her. Why would it pick anything up? He wasn't attacked, HYDRA was the ones that got curb stomped and only Kimura got away. And Sabretooth as well apparently.

Peter picked up the communicator that Natasha gave him. "We've got a problem…you know the type of problem where you cut off its head and two more grow in its place."

Natasha hitched the breath that she held in. "You're kidding me….the rumors are true then…..and nothing that I can talk about over the communication links, they might be compromised. I'll be there immediately."

Peter thought that wasn't encouraging news. Mystique would be joining Silver Sable in the infirmary.

He thought that he might as well check in on Gwen. He did have far more questions that he did answers tonight.

There was someone else after HYDRA and they played for keeps. He listened in and he saw one of them, getting a really close look at them.

They might live, some of them, but they wouldn't be walking any time soon.

Peter realized it more clearly now if HYDRA sent someone after him, then someone in that organization knew that Spider-Man and Peter Parker was one in the same. And that could lead to more trouble.

* * *

 

"You failed to exterminate three liabilities, you failed to retain the asset, you failure to capture Spider-Man, and you allowed our HYDRA operatives to be attacked by something you can't even explain."

Kimura's eyes looked up after a second and she was down on her knees before her superior. The injuries she suffered thanks to the asset had not healed. She couldn't believe that the asset broke the programming in the way that it did.

The telepath must have found some way to meddle with her mind. To consider any other option would reflect her failure.

"Please, I will reclaim them, just allow me to finish the job…"

"HYDRA has decided to move forward with this project," the man in the shadows stated when he looked down at her. "We do not want any liabilities in our way, and that includes you, Kimura, if you fail us one final time. Today you will allow to live, but note that every move you make will be monitored."

"Yes, thank you, thank you," Kimura said, she tried not to sound too grateful. At the same time, it was hard not to sound more than grateful. Something rose up in the back of her throat and threatened to gag her. "I won't let you down, I'll never let you down."

"I hope that you won't," the HYDRA superior said and there was a second where Kimura wondered if he had second thoughts about terminating them. "We are seconds away from holding the key to the world in our hands….we can ill afford any slip ups. The artifact we located from SHIELD is proving to be useful but that's not the only thing that our secret partnership has given us."

Kimura lifted her head up.

"Secrets Nick Fury wishes to use to control certain pawns on the checkboard now belong to HYDRA,' a monotone said when he stepped out the shadows. "They will be HYDRA's and HYDRA will control the world. But our attempts to create a super soldier on par with Captain America fell short. Even the Dark Spider's loyalty is questionable."

"Agreed," the HYDRA superior agreed.

"Spider-Man's DNA holds the final key for us to perfect our ultimate weapon that we can use to place upon any HYDRA soldier and turn him into a deadly weapon to crush the weak forces that parrot the cause of freedom," another voice in the shadows said. "But all will hail HYDRA."

A man stepped from the shadows. He had dark hair and a sunken in face, with eyes that didn't blink. One could see that his expression was cold and lifeless and one would assume that he was one of the many scientists that had been told by HYDRA to comply. He wore a suit with a trio of buttons that were aligned with an upset down triangular formation.

"The Parkers were the first step, using Osborn as a pawn to complete the serum was the second stage," the man stated in monotone. "The third stage will be a weapon which no one on Earth could fight."

It was a well laid plan by HYDRA. It could have gone completely wrong but they had planned this since their defeat in World War II where they splintered off and went their separate ways. They were united underneath one leader now.

"Leave Doctor Kinney alive," the doctor said. "The asset will return to us to save her and Spider-Man will assist her. That outcome is not only most probable but predictable."

"You have predicted how this would go so far, Doctor Fine," one of the HYDRA superiors said.

"I live to serve HYDRA."

Doctor Milton Fine said this in monotone. These superiors he met with had superiors of their own. HYDRA was a complex web many layers deep.

It was much like his plans which were far more complex than anything HYDRA could fathom.

"Take Kimura and make her understand that her failures are not to be tolerated," one of the superiors suggested. "And release our final trump card and give her orders. "

"Wait, you said…."

Kimura found herself dragged off. Fine watched her leave, the fate that was in store for her was not a pretty one.

He stepped over where he was alone with Sarah Kinney.

"I can't believe that you would allow her to suffer, and that you would willingly serve HYDRA," Sarah said with disgust burning through her eyes.

"I serve a grander purpose and a bigger picture that HYDRA offers, the universe is vast, I've seen the light," Fine whispered. "I once worked for SHIELD as a consultant, until I came in contact with something that they discovered. It made me see the light."

"It poisoned your mind," Sarah said. She knew Fine, the man wrote books, he fought the corruption of big business, and he helped make the world a better place.

Serving monsters like HYDRA was not making the world a better place. Something she found herself horrified that she did but she got in too far deep.

"You have some use to return the asset, but tools can be molded and altered," Fine said. "The universe is too chaotic. If things are allowed to continue at this current rate, so much more will be lost. Data is the only thing that is sacred. It must be preserved and all organic life will be the downfall of society. HYDRA will cause those who are unwilling to share these gifts to be exterminated. They have their uses"

"You're more bent than Essex is," Sarah said.

"Scientists and SHIELD agents who thought they were deep under cover have been rounded up and deprogrammed, I can make a recommendation that you should be made more docile," Fine said. "Comply, and there's no need for you or Laura to get hurt. Think about it Doctor Kinney."

He turned around. Sarah felt the chill blow down her spine. There was something about that man that was unsettling. She couldn't put her finger on what it was but it was unsettling. It was a different unsettling than when she had the misfortune of being around Nathaniel Essex.

Sarah hoped that Laura wouldn't come back here. As long as she didn't, both of them were safe. For what being safe was worth where she was.

Milton Fine made his way down a set of stairs. He touched his hand to the wall and several symbols manifested on the wall before him.

He entered inside and he saw a blonde haired woman kneeling, working on something before him. She kneeled underneath lamps that gave off red solar radiation and she had a collar on her that had blue meteor fragments hooked on it.

"Status report," Fine ordered.

"You're still one of my worst mistakes," the woman commented.

"Need I remind you that your compliance is needed for your daughter's survival," he stated. "The nanotech virus I injected into her will cause her to suffer if you don't comply."

"How am I supposed to know that you're not bluffing?" the woman asked.

"Would you be willing to gamble your daughter's life on the assumption that I am?" Fine asked. "I have painstakingly reconstructed Anthony Ivo's greatest gift. It will be a vessel for me once I take over this miserable world. HYDRA is only pawns. I am a few steps ahead of the scion of the detective in this matter."

"Why did you do this?" the woman asked.

"Logic indicates that organic life is the greatest failing of the universe, therefore all data, all information, must be preserved," Fine repeated. "And you will help me do this and your daughter will be preserved. I can promise you that."

"How do I know that you're not lying?" the woman asked.

"Lying is an organic emotion, for the fact that I'm more highly evolved than any race, whether it be human or Kree or Kryptonian or Shi'ar or anything," Fine commented. "But, I have reached an anomaly regarding Spider-Man."

"I don't know anything about that, HYDRA wants to use him….they have their spider themed super solider already…"

"Yes, and when they obtained Spider-Man's DNA to try and clone him to fix the flaw in the original, all they had was this," Fine said. He reached into his pocket and pulled out a vial that contained a black substance that had a life of its own.

"Some kind of symbiotic lifeform," the woman whispered. She didn't want to let on to the powerful weapon that he held in his hands.

"Yes, Alura," he commented. "Study it and tell me everything that you can learn about Spider-Man. The OZ formula has mutated his DNA but I wish to know how."

"HYDRA will learn your deceit eventually."

"As long as they don't find out Milton Fine no longer lives, then my plan will be secure," Fine said. "I expect information on everything that you find. Your daughter's life hinges on it."

Alura wished not for the first time that she did not code that stupid program, especially since Kara's life was on the line now. She was also curious regarding Spider-Man. She made notes regarding the other Parker child that was the Dark Spider.

Her curiosity may give Brainiac information that he could use to destroy other worlds, including this one. Just like he destroyed so many countless other worlds, taking the information and a few cities along with their occupants in bottles contained on his ship.

If there was only a way that she could contact her daughter, and warn her of the danger that she was in. She knew that her conversations were monitored though.

HYDRA didn't known that he acquired the Ivo information that they had been hunting for ever since they lost it to the Batman.

* * *

 

"I didn't want to talk to you on the secure channel because SHIELD may have had a leak," Natasha commented when she turned up to meet with Peter. She waved him over so no one could hear him. "When you mentioned HYDRA, I knew already that there was going to be a huge problem. This isn't the first time that we ran into them like this."

Peter raised his eyebrow and his mouth hung open.

"We've been running into them all over the world over the past couple of months," she continued. "It seems like they're always one or two steps ahead of all of us. We couldn't shake them off, and we think that either some of our rogue agents might have been subverted to their cause."

"Willingly or not?"

"I don't know but…it would be unwise for me to bring this…..girl to SHIELD," Natasha whispered in his ear.

There was nothing more to be said about that and Peter quite agreed. It might be unwise to put Laura into the hands of people who were subverted.

"Do you think that Fury is going to blow a gasket about that?" Peter asked her.

In response to that, Natasha placed her hand on her hip and looked in Peter's eyes. "Leave that to me, but I think we can both agree that Fury has problems. The fact that HYDRA is getting more brazen and more public indicates that there's someone dangerous stirring them up. And even the Avengers are having trouble staying a step or two ahead of them. Even Cap is at a loss to what their end game is, and he knows them better than all of us."

His parents ran afoul of HYDRA. Were they ever the same again? Peter didn't know. He knew that by asking he would not get answers. And did they get killed because of some purpose that they served.

"So, I take it our alluring silver haired mercenary has recovered from her ordeal," Natasha said and Peter smiled.

"She's patched up and ready to go or at least as ready as she'll ever be given the circumstances like this," Peter said.

He did want to check on her. She got in the way.

Silver Sable wore a white gown that didn't do a good job in hiding her ample features. There was a predatory smile on her face when she watched Spider-Man approach her.

"So, you walk into here, when the sedation has worn off, and if you must know, I'm not in much pain, and it isn't the first time I've been wounded on a mission," Silver said. "Normally I don't go in alone, but I needed the money that the Kingpin offered me for my country. I could not sustain an income to pay my team and it's in ruins."

"You call off the hunt for Spider-Man, and you do something for SHIELD, and we won't lock you up," Natasha said.

"Romanov, I should have known that you'd come calling, but after all we've been through, you would think that you would be a bit kinder," the woman said with a suggestive smile on her face. "But you've never been too gentle."

Spider-Man raised his eyebrow. He wasn't going to really touch that one, although he was not denying that he was kind of curious by where this one was going.

"SHIELD will pay you if you hunt down HYDRA," Natasha commented to her.

Silver smiled. She would almost hunt down HYDRA for free. That group had got into her business so many times that it ceased being funny a long time ago. The woman's breath hitched into her chest.

"We will pay you every cent that you have coming to you and in return, you don't hunt Spider-Man," Natasha said with a smile. Her smile was predatory, but then again, she was the Black Widow for a reason. "But you've found yourself distracted by him for some time, haven't you?"

"Yes," Silver admitted, there was no use to lying to this woman. She could smell one coming a mile away. Silver's heart thumped harder across her chest. The drum beat that could be heard was something intense.

"I know that you have, and there's no use denying it either," Natasha commented, with her lips being licked. She closed the gap that had been created between her and Silver. "You want a piece of him, don't you?"

Silver realized immediately that Natasha was slowly and skillfully stripping the material off of her body.

Spider-Man looked at her firm and fit body and it was a sight to be seen. Her breasts were large and extremely firm with perky nipples. Her stomach was completely toned as well and she had an ass to die for. It caused his costume to become rather constrained.

"I think you better take care of that problem, because it's your fault that he has it," Natasha said, flickering her tongue in Silver's ear.

Silver reached forward and wrapped her hand around his manhood through his costume. She squeezed it extremely hard and started to stroke him even harder through his pants.

She decided to pull his manhood out and Silver smiled. His large cock sprang out for her. She bent down.

"I'll show you that I can bring men pleasure or pain," Silver whispered and she brought her hot mouth down onto his tool.

Spider-Man grunted, grabbing her hair and holding her face into place. She worked his manhood with her mouth and really allowed him a hot moment. This older woman went down on him with skill that blew his mind.

Natasha smiled and stuck two of her fingers into Peter's ass which caused him to be surprised. She slowly pumped her fingers in and out of his ass and she got down to her knees. Her tongue licked his balls which hung between his legs. They beckoned for her and she just really had to suck them. They looked so delicious and she was so hungry for them.

Peter felt himself grow harder at their duel assault. No matter what he did to hold this off, he couldn't withstand the tag team assault from these two hot mature women for very long.

Silver's mouth around his cock, combined with those dirty eyes looking up at him caused Peter to twitch. He was very close to exploding in her mouth. He was almost there, driven closer to the edge.

Another deep suck and her eyes looked up at him hungrily. Her fingernails dug into his thighs when she kept sucking him and went deeper down onto him. Her mouth worked him and she did things to his cock that felt wonderful.

Peter grunted. "Get ready, there's going to be a lot."

Natasha stopped licking his balls long enough to confirm. "There is."

Silver's mouth opened wide for a second but that was only so she could wrap her mouth around him. She took the base of his cock and pumped him.

The duel assault of her mouth and her skilled tongue caused his balls to twitch. Natasha grabbed them and fondled them skillfully.

"No fair," Peter grunted as the rush of cum from his balls fired into Silver's mouth.

Silver accepted the gift she received and slurped it down. Her head tilted back as she hungrily sucked down his seed.

She slowly got to her feet and Natasha smiled. She slowly unzipped her cat suit. Then her next move caused her to push skillfully down her body, exposing her soft curves for them all.

Silver's eyes locked onto Natasha, her firm and large breasts bouncing out. She zipped it all the way down and revealed a swollen and aroused pussy with a strip of red hair as a landing strip. Silver again felt faint and licked her lips suddenly. Her long shapely legs and ass revealed themselves and Natasha bent over so they could see all of her.

"I believe that you have a gift for me," Natasha said, beckoning Silver over sexily with one finger.

Silver sauntered forward, her body betraying her. She felt so hot that her nipples hardened like little nubs. She walked over and placed her hands on either side of Natasha's hips. The hot lust burning through body was more than enough to set things on fire.

Natasha grabbed Silver's face and kissed her deeply.

Peter was really hard and both girls knew that.

"Why don't I get more comfortable?" Natasha asked, and she laid back on the bed. "You know what to do."

Silver did, she cast one sultry grin when she looked over her shoulder. She crawled between Natasha's hot thighs, setting up camp.

Her mouth touched Natasha's nether lips and she began eating her out.

The slurping sounds caused the blood flow to decrease from Peter's brain. His pheromones ran completely wild and he stepped over, taking a few steps. His groin needed some relief and Silver's hot wet pussy proved to be the perfect relief that he needed.

He grunted, placing his hands on either side of her hips and slipped inside of her fully. This hot wet sheath around him hugged him.

"Damn, so tight," Peter grunted, hanging onto her hips and pushing into her from behind. He could feel his manhood getting a workout when she tugged on him.

"She's very tight, isn't she?" Natasha whispered. "And a good mouth, a really good mouth and she knows how to work it well too."

Peter grunted in agreement. His hands placed on either side of Silver's hips and he rammed himself deep into her body. The young man gained some momentum the more that he worked into her from behind.

His balls slapped against her hot thighs when he worked her over. His eyes closed when he slammed into her body.

Silver moaned with her body heating up. His hands touched her breasts and fondled them. That caused her groin to clench against him and he plowed into her from behind. His throbbing cock implanted itself into her again and again.

"Are you enjoying that, my beautiful mercenary?" Peter asked, and he held his hands onto her hips. He stuck to her breasts and that caused her pussy to really milk his rod. "That's much more fun than trying to kill me, isn't it?"

The state of the woman should have told him enough. Peter hammered her mature body, giving her a work out.

"Well, she'll be back in the hospital due to not being able to walk, well done," Natasha panted. "And the fact I'm still coherent means you're not doing your job well enough."

Natasha locked her legs in a tight grip around Silver's head and she only relinquished that grip when her hot tongue went to work, licking and sucking her way around the sopping hot pussy.

Silver really was having a good time with this pussy. The sweet juices that spilled out of it caused her to grow rather faint. She was hungry, she needed more. She needed to be fed more, she couldn't last much longer at this rate.

Peter's manhood sucked into her.

"Getting closer," Peter said, speeding up his thrusts into her.

"Wreck her!" Natasha encouraged him.

"Just like I'll wreck you in a minute?" Peter asked when he stuck to every nook and cranny of Silver's body.

That caused fire spread throughout her body.

"Exactly…..oh exactly," Natasha moaned when Peter went deep between Silver's thighs. She grew hornier the harder that he pounded her.

Silver collapsed almost but Peter firmly gripped her arms to hold her up.

"Not until I'm done," Peter said, a feral glint going through his eyes. He could see Natasha's wet pussy just waiting for him and that was always something that he was up for fucking.

Several ropes of cum messily splattered out of his cock and deep into her body. Silver could not believe the male body could hold this much cum.

Peter's cock grew soft, but not for long. He pulled out of her and Natasha gripped him.

"My turn," she whispered huskily and their lips met in a passionate kiss. She stroked his cock when she kissed him.

His cock grew extremely hard, extremely quickly with her talented motions.

He grabbed her around the shoulders and roughly pushed her against the wall. Her hot pussy was bared for him and Peter smiled when he brushed his manhood against her dripping lips. He dragged his manhood over again and again, making sure caused her to heat up and want it.

The wanton desire that burned through her eyes told Peter the story that he wanted know. His manhood throbbed when it edged closer to hot lips.

His fingers dug into her hot ass and Natasha looked up, her eyes widening in surprise. Peter smiled at her.

"Turnabout is fair play," Peter whispered to her.

"Yes, it is," Natasha agreed, when his hands moved up and pinned her hands behind her head.

Her legs spread, she was horny and wet for him. Peter filled the aching void between her thighs. She closed her eyes tightly and her thighs clamped down upon him.

"God," Natasha whispered, and she could hardly handle it. His throbbing hard manhood pushed even harder between her thighs.

She wiggled herself around his tool and that caused a delightful amount of friction to fire up. He placed his hands on her thighs and pumped himself into her hot depths.

"YES!" Natasha yelled. His hand gripped her breast and he hammered into her even harder than before.

The rougher that he hammered her, the hotter she got. That gave Peter an extremely good reason to nail her often and nail her hard. His balls slapped against her thighs.

"Turn me around and take me like I'm your bitch," Natasha begged him.

Peter wasn't going to turn down the hot Russian babe. He turned her around and spread her thighs. His manhood brushed against her dripping slit and it almost sucked him in. Her pink lips threatened to devour his manhood and Peter smiled. His hands rested on either side of her hips and he aimed himself towards her.

One hard thrust into her and Natasha was like putty in his hands. Her eyes closed and he hung onto her hips. He worked into her slowly but surely. His thrusts did a wonderful job in pushing apart her hot womanhood.

Each thrust caused a spike of passion and pleasure to explode through her body. Her hot loins brought him into her. He continued to thrust deep into her depths.

"Yes, oh yes, oh continue!" Natasha yelled.

Peter pushed her against the wall and held her up. He rammed himself into her, while feeling hot her hot legs. Her pussy gave his manhood a work out. He kept sawing into it from behind. His balls slapped against her hot thighs when he continued to work her over.

"Yes, I know you like that," Peter whispered, running his fingers down her hot nipples and playing with them. He twisted them and made them his. That increased the pleasure especially when he hammered her hard from behind.

"Like it, love it, now cum for me," Natasha whispered.

Her hot cunt clamped down onto him. Peter prided himself on good self-control that only grew better with each passing moment. However, like many other men, he had his limits and it turned out that he rapidly reached his with each passing thrust.

Natasha felt him grope her breasts when he went into the final stretch. His hands molesting her body made her milk his incoming orgasm even faster. With great skill, she directed all of her strength to her pussy muscles.

Peter thought that this was going to be an extremely pleasurable orgasm and he wasn't really proven wrong. His balls ached and longed for their release. He held his hands on her back and hammered her from behind.

The explosion of cum firing into her body caused Natasha to pass out. His orgasm triggered several more intense ones through her body.

She was okay with that for sure. Her lust only increased upon his release. Cum wasn't the only thing he released into her. Her body molded, addicted to all of the juices that came from his body, in every hole that he could dump them in.

"One more round," Natasha said, rubbing her ass against his cock. "And you know where to stick it too."

* * *

 

New Year's Eve and Day had already passed and there had been no main causalities to note. A woman dressed a rather unremarkable female business suit, with her platinum blonde hair tied back and sunglasses waited at the airport. She had a long coat on as well, which was needed because this weather was extremely bitter and worse extremely cold. She didn't want to stand out in the crowd because this was not the type of meeting that you want to stand out in the crowd.

Felicia Hardy paced back and forth. In between her nocturnal games with Spider-Man and the Goblin Queen as the Black Cat, she had to run a business. She made some rather tough deals and had stepped on a lot of important toes. She patterned herself in her business and nocturnal life after her Aunt Selina in Gotham City.

There were a lot of people who came into money but they made some bad decisions, made deals that weren't in their best interest. Felicia took full advantage of that, raising the Hardy Foundation's profile.

Her friend Emma said it best. "A fool and their money are often easily parted. And a lot of fools seem to have money today."

Felicia tapped her foot, waiting for her cousin and her girlfriend to arrive from Gotham city. The woman knew that the planes were delayed especially this time of year. Even on a private jet, which her cousin was traveling on, things could grow extremely rough.

The private jet touched down on the ground. She wasn't too late, at least not late enough for Felicia to be overtly concerned.

She stepped off of the jet, dressed in a long leather black coat, with gloves and boots. A pair of sunglasses rested on her face. Her black hair hung a little bit past her shoulders. Underneath the coat she was dressed to kill but one could not see that.

Her companion made her way off of the jet as well. Her short blonde hair extended to her shoulders. She had a dazzling pair of blue eyes. Her figure was the perfect hour glass shape, with a round pair of breasts that seemed to defy gravity, shapely looking hips, and long legs that looked like they could crush a car. Likely because they could and her round posterior was also something that could stop people could as well.

"Felicia, it's been too long," the brunette said with a bright smile on her face.

"Well with your nocturnal activities and mine, not to mention the day to day stuff, it's really hard for the stars to align for both of us," Felicia said and she smiled. "It's good to see you, Helena."

"It's good to see you as well, Felicia," Helena said with a bright smile on her face and sincerity dripping from her voice. "And this is Karen."

"Right, Helena has told me so much about you," Felicia said shaking hands with Karen.

"The best things I hope," Karen said jokingly.

"Don't worry, she's raved about you, I might have to try and steal you away," Felicia said to her with a wink.

"What's this I hear about a new man in your life?" Helena asked.

"He's more than a man, well he's more than most of the men I've had the misfortune of interacting with," Felicia said.

"Have you moved beyond the masks?" Helena asked her and she raised her eyebrow.

"Not the time or the place, especially given the games that you've been playing with the Daughter of the Demon," Felicia said, raising her eyebrow.

"Our relationship is strictly business," Helena said, and Karen smiled knowingly. "And it's just like you and the White Queen…"

Felicia abruptly changed the subject.

"Of course it is, she did have a thing for your father back in the day," Felicia commented. "Or so Aunt Selina tells me. She's taken over right where her father left off, with the eternal youth and everything."

"Not nearly as bent as he was, but that's beside the point," Helena said. "The point is that the League splintered off into several factions and at least one of them has joined HYDRA."

Felicia grew somber about that. Her father had been tricked by HYDRA into securing a top secret formula for them. When he realized what happened, he turned himself into SHIELD. She was only barely young enough to remember when it happened.

"What took you so long to get here anyway?" Felicia asked.

"We've already taken one side trip to Westchester County tonight," Karen commented. "That's why we're so late even though this private jet is supposed to be state of the art."

Felicia nodded.

"So tell me about Spider-Man," Helena said. She had done some research into the young man and more importantly his friends. Obviously he was of particular interest.

"He's amazing, spectacular, and sensational, and a good lay as well," Felicia said nonchalantly as well. "So, should the three of us head back to the Manor and…"

"We have business to discuss anyway," Helena said. She also was tracking a lead on the Amanda Sinclair stalking case that Oracle passed onto her.

"The limo's here, " Felicia informed them. "Emma regrets to tell you that she can't make it. Business came up of the Hellfire variety came up.

"Another time then," Helena said to her. "We're just going to have make do."

* * *

 

**To Be Continued On January 8** **th** **, 2015.**

* * *

 

**Hey, it's the fall finale time and a lot of stuff went down in this chapter.**

**Lots of people playing their plans here obviously. HYDRA is in the middle of everything, Slade has his own twisted plans of vengeance. Brainiac's motivations are pretty much made clear. Whether anyone's caught onto what he's done, that's up for debate.**

**So Laura is safely in, at least for now.  But as we found out, she isn't the only one who has a mother that is being held captive. Although HYDRA doesn't know about this one, or if they do, they're obviously ignoring an extremely vital resource. Kara's mother survived the attack on Kandor(or rather the mass shrinking of the city, which I'm sure many died.)**

**It's Felicia, and the first time we've seen her as Felicia. Selina and Felicia's mother are half sisters, they have the same father in this continuity, being Carmine "The Roman" Falcone. This is also the first time we've seen Felicia out of costume.**

**Well if it wasn't obvious before who the sometimes mentioned Emma was before, now it's obvious. But perhaps it was obvious before. Or maybe it was obvious to some and others didn't catch her name being mentioned and put two and two together.**

**We got the matter of Peter's sister to resolve.  Who is not Laura, I should note, although that may have been sneakily worded to imply that. But it may still count because the Dark Spider was created using a similar method as X-23.  So technically speaking......**

**The stage is set for Helena and Peter to come face to face(or perhaps mask to mask) for the first time in 2015. See you then.**


	33. Chapter 33

**Chapter Thirty-Three: The Mysterious Case of Amanda Sinclair.**

* * *

 

The winter wasn't completely over but some of the snow and ice were finally giving away. They were halfway into the month of January never less. Gwen, Kara, and Peter were on the train on the way to ESU. Peter and Kara were starting their first semester and Gwen was returning for her next semester.

The last few weeks had been quiet, a bit too quiet for Peter's liking. Not like he was going to admit that out loud because he was not going to be a person who was willing to tempt all kinds of fate. If he learned anything as Spider-Man, he knew that only a fool tempted fate.

"So, how is college?" Kara asked. She was honestly curious.

Gwen smiled. "It's like a slightly more chaotic version of high school and the work's harder. For some people though, high school never ends."

"Of course it doesn't," Peter said. He thought that they would do pretty well.

The last couple of months were insane. The mysterious vigilante known as the Huntress popped up and there were sightings of her all around Gotham City. Since Gotham was in the bad part of New Jersey, Peter hoped that he would never have to step foot in there ever.

A SHIELD facility was also attacked, leaving many agents critically injured, all by the Huntress. She was after something, but he didn't know what.

"Other than the Huntress attacking SHIELD, nothing's happening ever since the attack on the Institute," Kara whispered. She was saying what Gwen and Peter were thinking. "And Laura…"

"She doesn't really want to talk to anyone, and I can't really blame her," Peter said. He frowned. There was something deeper with this entire HYDRA mess. The fact the HYDRA goons seemed to be taken out just like that by a mysterious someone raised far more questions than answered as far as Peter was concerned. "I don't even know what it's like to be subject to Wolverine's memories."

"And he doesn't even know half of what happened," Gwen agreed. The train suddenly squealed to a stop which caused the trio to look around nervously.

Kara's hands snapped down onto the ground and she frowned. "Why are we stopping?"

"I don't know, we shouldn't be at ESU for another five minutes," Gwen said. She rose to her feet and looked out the window. "Shit."

"That's never good," Peter said. He leaned outside the window and there was a frown that deepened on his face. "Well, this isn't good."

Kara was about ready to ask what wasn't good but she saw it. The train was stopped when the MRD were out in the tunnel and they held their weapons. The blonde opened her mouth and leaned towards both of her lovers.

"What do they want?" Kara asked.

"I don't know, maybe we'll find out," Peter said. He was hoping that they wouldn't but the MRD showing up never boded well for anyone.

Kara's super hearing picked up some of what the MRD were talking about. "Spread out and find the mutant, it has to be on here somewhere. Our intelligence said that it boarded the train."

"It's after a mutant," Kara whispered.

"Well in theory, we shouldn't be in trouble, given that we're two mutates and an alien," Peter replied. Kara crossed her arms and gave Peter one of those looks. The type of look that indicated that she couldn't believe that Peter was so blissfully naïve and optimistic. "Right, I don't expect them to understand the difference between the two."

There were screams of terror that passed down the train. The sad thing was that they weren't sure if those screams were because the MRD were here or there was some kind of mutant on the train. Kara frowned and rose up to her feet. Peter grabbed her around the sleeve.

"Just stay still, don't give them any reason to come here," Peter said.

"You know if there's a really dangerous mutant on the train, maybe it wouldn't be a good idea to….I don't know, provoke it," Gwen said. There was frustration in her voice.

Some members of the MRD honestly were too stupid to live.

"You know, that would be the idea not to provoke them, if they have any brains at all," Peter said. He clutched his hand together and frowned. "And I'm not at all that certain that they have any brains at all."

"Wonderful," Kara commented dryly.

The MRD walked passed their compartment. Their little scanning device was held out. The trio waited like the rest of the train. All three of them were bracing themselves for some kind of fight. That was not something that they wanted but they expected it. It would cause far more trouble than it was really worth to be honest.

The guards passed them and all of them let out a breath. Kara leaned in when she listened to what they were saying again.

"The mutant isn't here, sir."

"It has to be somewhere, it must have escaped the train before we can get on," the MRD officer said. "We need to find it. Director Wilson won't be pleased because this is a personal matter for him."

"Wait, it's a personal manner for Mr. Personality himself," Kara said. Gwen and Peter looked at her curiously. "I wonder what that's all about."

"I guess we'll find out later," Peter said. It seemed like there were a lot more questions and he wasn't finding any more answers, at least the answers that he liked. The train was moving on again.

Outside of the train, a woman managed to keep concealed in the shadows and master her surroundings around her. She caught a glimpse of him and frowned. There was something stirring in her memory.

"Did you find him?" a garbled voice asked her.

"He must have boarded another train," the woman commented in a stoic voice. There was absolutely no emotion in her voice when she spoke. "The MRD very nearly ran into me. Slade seems interested in bringing me in."

"Yes, he intends to use you as leverage," the garbled and computerized voice said. "Do what you can to reclaim the asset and see what's different with Spider-Man, what's different from all of the other test subjects that failed."

The woman nodded when she slipped into the darkness. "Yes, I will."

The Dark Spider lurked in the shadows. She was one of HYDRA's best agents but she felt a connection to Peter Parker that she couldn't explain. She needed to eliminate any liabilities, it was what she learned.

She needed answers and she needed to find out how she came to be and who she really was.

* * *

 

"You mean to tell me that you got into some kind of trouble in the train," Jean said. She sounded rather concerned and kind of nervous when she met Kara, Peter, and Gwen as they arrived at ESU.

Gwen stopped and stared at Jean. "Well, I'm not certain that I would classify that as trouble. I mean, there were no punches thrown or anything. No property damage done and stuff like that. Everyone walked away calmly and with their sanity intact, so I don't think that there's a really big deal or anything."

"Do you know who the MRD were after?" Jean asked nervously.

"It wasn't any of us, so that's a relief," Peter said. Jean led them down the hallways towards their room. "We didn't even know whether the mutant that they're after is male or female. They just kept referring to the mutant as "it"."

Jean's face curled into one of those grimaces. Calling a mutant "it", if that didn't sum up the attitudes of the MRD in a nutshell, she honestly didn't know what did. The redhead thought that she had a few ideas.

"It might have been Laura," Peter commented.

"It might have been her," Jean said. There was something that pointed out that this wasn't likely to be the case. Jean's frown deepened when she thought about it. "Or it could have been someone else?"

"Well whoever it was, it didn't set off my spider sense, so it never planned to attack us," Peter replied. He honestly didn't have any idea whether or not that was a good thing or a bad thing. For right now, he was going to take what he can get. "I'm sure we'll figure this out later."

"Hopefully," Jean said. She smiled. "But, I have to congratulation you and Kara for getting into ESU. You kicked ass on your entrance exams."

Kara beamed. If that wasn't the perfect way to describe what her and Peter did, she didn't know what was.

"Ever since Gwen got here, she's considered the top of her year, and there's some pretty game competition there," Jean added.

"Of course, Gwen's the top, did you doubt it?" Peter asked.

"Within this present company, of course I didn't," Jean answered. Her lips curled into a momentary smile. "And even outside of this present company I wouldn't have doubted her anyway. Although there are a lot of people who aren't happy with Gwen."

"That will just give them a chance to step up their game, now won't it?" Kara asked.

Kara and Peter made their way down the hallway. Jean was leading all three of them in a certain direction.

' _Am I that transparent?'_ Jean projected to Peter and Kara, a thought that amused the pair of them.

' _Well I wouldn't say that you're transparent,'_ Peter offered. His lips curled into an amused grin when he allowed Jean to lead him down the hallway. _'But no one blames you for wanting what you want.'_

"The two of you are going to start classes next week," Jean said. She looked at them and it was then where amusement twinkled in her eyes. "Normally as your student advisor, I would say that you're absolutely insane for taking the course load that you're taking."

Jean winked at them. "I know better though."

It was added almost as an afterthought.

"We've scanned the security feeds for the Mansion up and down and there's no sign of our mysterious saviors," Jean added. She switched to business now that they were safely inside her room. She took them inside under the pretext of answering any questions they had. She could get to that if they would like but there were other matters in mind. "Whoever helped us was really good at covering our tracks. Just like HYDRA was good at covering there's."

"They're not that far up the food chart," Gwen remarked. Those were just your average rent a goons for HYDRA. She was pretty sure that those higher up will be dangerous.

"Why are they after you?" Jean asked.

"My parents….they were on a mission where they were captured by HYDRA, experimented on for several weeks…..and then they were reclaimed," Peter reminded them. "SHIELD tested them for some time but found nothing wrong. And years later, they were crossed off HYDRA's list by someone."

"Maybe there was something about them after all," Kara commented. She looked at Peter strangely. "I've been doing some research on the Oz Formula. None of the test subjects survived, Osborn was working with the military. He was obsessed with finding the key to getting that formula to work. Most of the people turned out like Osborn or worse."

"What if you're it, what if you're the key?" Gwen asked. "People have been trying to replicate the Captain America serum for years. OZ was just one of the many attempts. Something must have stabilized you."

"But you're….you're fine too, that's what I don't get," Peter said. Gwen looked at her boyfriend. "Granted, don't get me wrong, I'm really glad that you're fine but….if it was just me…..it's been over a year, you know."

"Peter calm down, I know what you mean," Gwen said. She pulled him in tight. "And I don't know why I didn't have too many adverse side effects. Or maybe the worst is yet to come. I've ran dozens of test on both on the samples of both of our bloods. We know that it's changing us, but…..what is the question."

"If we ever track down someone high up in HYDRA, we'll finally get some answers," Peter stated. He looked determined to do this. One could argue that he looked determined to commit what might have been super hero suicide.

He knew that HYDRA had many different sub-branches around the world. The people who experimented on his parents weren't around. The only name he had was Nathaniel Essex.

"Who was it who experimented on your parents?" Jean asked. She had a theory and she really hoped that she didn't confirm it. Not with this someone.

"Some guy named Essex, Nathaniel Essex," Peter said.

Jean's expression grew grim.

"We've….encountered his work before," Jean said. It was like she was struggling to find the right words to describe that man. "It's not fun, not pleasant at all."

She seemed distressed and Peter swept his arms around her.

"Sorry for bringing him up then," Peter stated.

"No, don't be, it's important you track him down, he might be the only one that will have answers," Jean said. She frowned. "I'm not sure it will be answers you like though."

Jean decided to wrap her arms around Peter and give him a tender kiss. Tensions ran completely high and pheromones ran higher. All of them had a lot of stress they needed to work out, albeit for different reasons.

"Peter, please love me," Jean whispered. She felt Peter's hands pull back her panties underneath her skirt and slowly get to work over her.

Things got tense but when that happened, it was time to relieve the tension.

Peter unbuttoned Jean's shirt slowly. She appreciated the attention that he gave to her. His hands roamed all over her breasts and he cupped them, pulling her bra back.

"Don't worry, Jean, I understand," Peter said. He slowly massaged her bare breasts and caused her moans to grow with increasing intensity.

"I think that you're a bit overdressed though," Jean said. She focused on the tender and loving attentions that Peter was giving her breasts but that was one point that she couldn't shake off. His hands worked her over and slowly manipulated her breasts. She felt his hands stick to her and he kept working her over.

"We better fix that, then," Peter told her. He continued to rub Jean's breasts in circular motions. That caused her pleasure to explode and her hips to buck upwards.

"I'll be on it!" Kara said in an excited voice.

Kara slowly disrobed Peter. She was making a show of it so Jean could keep her eyes on it. Her green eyes devoured Peter's body. He gained a lot of muscular tone since the spider bite and his workout regime caused him to enhanced his strength.

And that was not discounting other areas. His manhood hovered over Jean's dripping hot core. She closed her eyes and she arched her hips towards him. There was a pleading look dancing through her eyes. She looked at him with wanton, obvious lust combined with that pleading look.

"In me," she begged. She had been too long without this. Her powers craved something that could give her pleasure beyond all comprehension.

Peter held onto her hips and he spiked himself down into her. Her dripping cunt held onto his thick manhood when he entered her body. Jean arched her back and her hot pussy accepted him when he went down into her.

"Yes, oh yes, please, yes!" Jean screamed. Her dripping wet cunt caressed his manhood when he went into her and hard.

Each spear of his rod caused her to enhance her pleasure. It doubled when he held her down onto the bed with her spider strength.

Gwen felt something hot and wet between her legs. She realized that it was Kara's tongue slowly working its way between her legs. The blonde could feel the burst of pleasure increase.

"Oh, god, you horny bitch," Gwen moaned. She figured that it was something about the yellow solar power that escalated her pleasure.

Kara placed her dripping hot thighs over Gwen's face. Both females rested in an extremely powerful and sexually charged sixty nine position. Both blondes seemed to be determined to lick the other to an orgasm.

It was an informal competition that whoever got their girl to cum first, so they would get Peter after he was done with Jean.

Speaking of Jean, her arms wrapped tightly around Peter's neck. She mewled when he spiked himself into her. She felt those sparks spread through to her body. The dripping hot pussy wrapped around him.

"Never slow down, do you?" Jean asked. She felt Peter's slow and steady strokes. They were making her feel good. "I told you to love me, but now….now, I want you to fuck me!"

Peter could tell that Jean had been worked up to the point where she wanted a good hard fucking. And he thought that it wasn't a good idea to tick off the young woman who had great cosmic power. Even if she used that great cosmic power with great cosmic responsibility or something along those lines.

He decided not to focus on that, rather he focused on how tight Jean's pussy was. The sidebar of Kara and Gwen trying to be the first to make each other cum also made something tingle within him. His manhood spiked into her.

"Yes, Peter, oh yes, please, harder!" she begged. Jean arched her hips up and she aimed them to engulf his manhood into her body.

Her slick walls closed around him. Jean panted when she stroked his manhood. It went deep inside her body. Each thrust caused her mind to explode with unbridled lust and even more unbridled pleasure. She thought that Peter was going to make her lose it.

' _Lose it with me, lose it with me!'_ Jean begged him. She was too busy moaning to speak this but her mind locked with Peter.

Also she locked her minds with Gwen and Kara. Both of them felt the combination of pleasure that Peter and Jean felt. Both of them came at the same time.

"I think it's a tie," Kara breathed. She decided to return to Gwen's pussy to get her to cum again.

"Cheater," Gwen growled.

Jean rolled herself over, so she was on top of Peter. Peter's arms reached up and explored her body. His hands touched her extended nipples. He squeezed and played with her breasts to increase the lust which exploded through her body. Jean parted her thighs and came down on his thick rod. She kept bouncing higher and spread her legs. He was so deep into her. So deep she thought that she was going to explode from primal lust. She panted with his manhood wrecking her.

Peter grunted, despite his best efforts, he couldn't hold back any more. His face buried between Jean's sweaty tits accelerated the pleasure he was feeling. He grunted when her tight pussy squeezed him.

Gwen cursed suddenly when Kara made her cum. The alien blonde smiled.

Jean was the second person to cum in the circle and Peter allowed his dripping hot seed to splatter into her dripping hot cunt.

She pushed herself down and rotated her hot hips onto his cock. She used her heated walls to milk him. Every last drop spurted into her body. Jean kept rocking herself up and down. Her moans escalated when she continued to work him to the edge.

Jean was pretty sure she drained every single last drop of his balls. There was no way that she didn't. Her body deflated onto him and she leaned back.

Gwen attacked her pussy as a delightful little consolation prize for losing to Kara. Kara meanwhile slowly crawled over to Peter.

"Take me to your cock," Kara whispered. "Oh wait, it's already here."

Kara pushed her lips around Peter's cock. She sucked on it, hard. Her hair was done back in a ponytail so Peter could see her hot face and eyes. She went down onto him, taking him deeper into her throat. The blonde bobbed up and down on him at super speed.

"Careful, you're going to rip it off," Peter groaned. For some reason, he hardened in her mouth at the thought she was going to rip it off.

Kara's tongue wrapped around his manhood, and she brought herself down onto him. She speared him deep into her mouth. Her lips and tongue manipulated him. She wanted his manhood and if she had to practically inhale it to get what she wanted, she would.

She stopped suddenly. She got herself up and got on the bed, on her hands and knees in front of Peter.

Peter got up, her pussy was presented before him. All he had to do was take the gift that was given to him. His hardened cock lined up with her and he pushed into her.

"YES!" Kara screamed at the top of her lungs. She felt him spread her apart.

"You know, I don't think a few people heard you in Jersey," Peter grunted. He grabbed onto her ponytail and used it for leverage to fuck her.

"And now time for a probe," Gwen commented in a naughty tone of voice. Her finger was coated with Jean's pussy juices.

Kara closed her eyes and felt Gwen's heated finger push into her own asshole. She felt Peter's cock ram into her hard from behind. She would have to say that she got double the pleasure and more than double the fun.

Kara shook underneath this duel assault from her two lovers. Jean decided to park herself in front of Kara and that gave something for her mouth and tongue to be occupied. She tried to suck up the rest of Peter's cum that Gwen missed.

Jean felt the super suction on her pussy assaulting it and she nearly lost her mind. Kara was so good with her mouth.

Peter and Gwen worked Kara up into a frenzy and their duel assault caused her mind to be lost in a cloud of lust. There was way too much pleasure. It was causing her to lose her mind and also her senses.

Kara thought that she never would feel something like this in her life ever again. She was proven right constantly. The constant battering of her pussy caused her to lose all sense of herself. More pleasure spiked through her body.

"Cum for him," Gwen whispered. Kara moaned deeply when Peter continued to assault her.

Jean kept their minds linked so they could feel the combined waves of pleasure. That in turn caused even more pleasure which created a feedback loop that could blow their minds.

Peter slammed into Kara's tight pussy. Thanks to the nature of her powers, she would always be super tight. She really felt a lot when his manhood kept traveling its journey into her dripping core. He picked up the pace and pumped into her tight body. Kara's panting escalated when he slowly but surely finished her off.

Peter was almost done and it was obvious that Kara was close. He held up enough of his orgasm so the two of them could cum together.

"Here we go," Peter groaned. He slid his thick manhood into Kara's superhot pussy. The blonde clamped down around him when he pushed into her depths. Each thrust brought her more pleasure.

His cum splattered into her. He injected each and every last drop into her. Kara nearly collapsed from the pleasure but she would be back in the races soon.

Gwen smiled and gave Peter a moment to recover. They weren't done with him yet, not yet, not yet by a longshot.

* * *

 

Helena Wayne's investigation led her to an abandoned warehouse in one of the more questionable parts of New York. This was territory that was smack dab in the middle of the Kingpin's empire. She didn't think that the Kingpin was working for HYDRA. At least there was no evidence of him doing so. She wasn't willing to completely discount the possibility of him doing so either.

"So, that's the place that we're lead to?" Oracle asked her.

"Yes, that is, I'm certain of it, and have you found anything on Sinclair's stalker yet?" Helena asked. She looked around and saw that a trio of guards was at the facility. She suspected that there were more around as well.

"Well, whoever he is…"

"Or she," Helena confirmed briskly. That caused Oracle to be taken completely aback and she frowned.

"Are you sure that it could be a she?" Oracle asked.

"It's a possibility," Helena answered. She wasn't about to discount anything.

"Well whatever gender the stalker is, they're pretty good at covering their tracks," Oracle commented. "Almost as good as your father was. You really think the information is beneath one of these buildings."

"There's only one way to find out," she replied. She scoped out what was around her one more time and knew that she had a clear shot.

She shot one of the goons in the forearm and disabled his arm so he wouldn't be able to shoot a gun at her. She fired a few more shots so they wouldn't attack her again.

Helena swooped down and landed down on the back of the head of the largest of the goons.

"Behind you," Karen whispered in her ear but there was no need. Helena lured her enemy into a false sense of security and nailed him in the face with a back hand punch. He thumped to the ground like he was nothing.

"No need to tell me, but thanks for watching my back," Helena said.

She made her way over towards a large vault area. She had the combination and she was about ready to open it.

Several splatters of webbing shot out and caused her hands to stick to the vault.

"Spider-Man, I was wondering when we'd run into each other," she said calmly. She used a miniature laser built into one of her wrist bands to cut into it.

"Well, that's not the type for reaction that…..I was expecting," Spider-Man commented. He didn't expect a rather enchanting dark haired woman dressed in skin tight leather, carrying a crossbow either.

Nor did he expect the arrow to cut through his webbing like it was nothing. Spider-Man spiraled out of control and slammed on the brakes on the ground.

"I'm not here to fight you, this is personal," Huntress replied. Spider-Man went after her but she ducked the attack.

"Yeah, well, you're making this personal….what are you after?" Spider-Man asked.

Helena thought that she missed something. She wondered what Spider-Man's beef was with her. She was disarmed of her crossbow. Thankfully she had a couple other things up her sleeve. She flicked the miniature silver balls and they shot down to the ground. They connected with the ground and broke open. They released a purple gas that blinded them.

"You were the one who attacked the SHIELD agents, I saw you on tape," Spider-Man commented. He rushed towards her but she dodged his attack.

She was really good, Spider-Man had to admit that. He blocked her kick on the backswing and flipped her up. She wrapped him up with something of her own and caused him to be tied up against one of the support pillars.

"Those SHIELD agents, they were in my way," she informed him. She was getting seriously annoyed. "I'm looking for something and I have to find it before SHIELD or HYDRA does. It could mean the end of the world if either of them get their hands on it."

Spider-Man broke free with his spider strength. He charged his enemy. She blocked his attack, turned him around and slammed him hard onto the ground. It wasn't as much strength but rather momentum she used.

She learned a few tricks in the League that she could use to take out an enemy, but she didn't want to take him out. That being said, her non-lethal approach was quite limited. In a way, that would make her father roll over in his grave.

Then again, if her father took more direct action and stopped people like the clown permanently, there wouldn't be so much blood spilled in Gotham City.

Spider-Man got underneath her legs and took her out. He was on top of her and pinned her down onto the ground. She trapped her arms behind her back. She struggled and squirmed. There was no way for her to go.

"You're going to tell me what you're after!" Spider-Man said.

His spider sense blared and he turned around. He saw woman dressed in thick black body armor with a picture of what appeared to be some kind of blue dragon etched on it. She was wearing a helmet and had spiked gauntlets.

"And just who are you supposed to be?" Spider-Man asked. He dodged her attack.

He tried to push her back but she was stronger than she looked. Her muscular body was contained in that suit.

"Nightwing," she whispered. She flipped Spider-Man over onto his back but he landed firmly onto his feet. "Impressive as usual."

Spider-Man saw Flamebird fly in at the speed of light and knock this Nightwing chick through the wall at the speed of light.

Helena got up to her feet and put on a pair of brass knuckles.

"I don't want to hurt you, but I will if you don't stop," she said. She rushed Spider-Man and swung a punch at them. He dodged his head nearly being taken off with the brass knuckles attacks. He landed behind her and shot webbing at her back.

She twisted around and broke free.

"What are you after?" Spider-Man asked.

"It's information that got a lot of good people killed, including Richard and Mary Parker," the woman commented.

Spider-Man stopped attacking. Out of all of the things he expected to hear, he had to admit that was close to the bottom of the list.

Flamebird and Nightwing crashed down onto the floor suddenly. It was obvious that they had a bit of a scrap and Peter was almost disappointed that he didn't see it.

Nightwing grabbed Flamebird and pinned her down on the ground. She held a needle in her hand. "Trust me when I say this, you'll thank me later for this."

Nightwing jabbed the needle into Flamebird's shoulder. She felt her skin burn when something was injected into her.

"There, now you're pure and hope that you won't go through the same things that….."

Kara didn't appreciate getting injected by a mysterious needle by a complete stranger, so she punched her in the face.

Nightwing didn't appreciate getting punched in the face after curing someone, so she got up to lay some sense into her younger counterpart.

"Nightwing, stand down," Helena said.

"She started it," Nightwing said through gritted teeth. Helena gave her a look that her father would have been proud of. She stepped back.

"This is where Oracle led us, wasn't it?" Kara asked Peter in a low voice.

"She said that there would be something that could lead us to answers here, yes, but….." Peter commented. He trailed off suddenly. "I see."

"Yes, I'm glad that you do," this mysterious vigilante replied. "In a sealed chamber underneath that vault there is information from a scientist named Anthony Ivo….it was information my father stole from HYDRA, and it was also information that the Parkers and several other SHIELD agents died over."

"But the experiments…"

"It was all tied together," Nightwing commented. She was rather miffed about coming out on the losing end of that fight. The four heroes stood off, two on either side.

There was something else, she forgot about Peter's pheromones and they caused her mind to be misdirected to other places. She took a deep breath and frowned.

Miss Focus naturally wasn't affected or maybe she was. Actually she was because Karen noticed Helena was struggling to keep on task even more so than usual. It proved that she was still human, which made Karen smile.

"If it's in the vault, then we need to find it," Spider-Man said. "Was your father a SHIELD agent or something else?"

Helena's face remained stoic as she responded. "Something else."

"I see," Peter remarked. "And you are….."

"Call me the Huntress," Helena said. She knew that the Gotham City Press was calling her Batwoman and the very fact annoyed her. She didn't even wear anything resembling a bat on her costume.

"Well, let's break into the vault, if there's really anything in there," Kara commented. She hoped that there was. She knew that it was annoying Peter that they couldn't find anything.

The vault cracked open and there was nothing but old boxes on the ground. Spider-Man walked over and shifted through the boxes, but they were empty.

Helena looked grim. She thought for sure that she would find something in there but there was nothing in there. It was almost like she had to go back to the drawing board. The woman wanted to scream out loud in frustration.

"I think that I found something…but I can't get it open," Peter commented. There was a case on the ground.

"It might be it," Helena said. She grabbed the case from Peter. "There might be a way to open it up…..to see what's inside, if anything's inside."

"And I'm supposed to trust you with that case?" Peter asked.

"Yes, Peter, you are," she replied. That caused him to completely be gob-smacked with what he found out. More importantly because she knew who he was. His mouth hung open in abject shock. "We'll be in touch if we can get the case open."

There was a moment where Peter was about to wait but he could hear police coming up outside the door. He turned to Kara for a brief second and turned back. Nightwing and Huntress disappeared into the night.

He figured that was their cue to do the same.

* * *

 

"Thank you for testing me, Gwen," Kara said. She was withdrawn a sample of her blood.

"I don't know why she injected you with what she injected you with," Gwen said with a frown. "I'll know in a little bit. She said that you'd become pure."

"She might be a bit nuts," Kara muttered underneath her breath. She had a sense that this Nightwing had been through one too many misfortunes and had snapped. "But, we're going to have focus on that case."

"So, what did this case look like again?" Gwen asked.

"It was black, no markings, no way to open it, no anything, in fact it was buried underneath all of those boxes," Peter commented. He thought that it was pretty clever where he hid it. If he was HYDRA, it was the last place that he would have looked.

It was afternoon and they had it off from classes. They thought that they would swing by and check to see how Amanda was doing. She had no further incidents over the past couple of weeks. It was their hope that her stalker, whoever it was, got a life and moved on.

"Do you smell that?" Kara asked.

"Smoke, fire….." Peter said and Kara burst inside suddenly. Peter and Gwen could see the fire in Amanda's living room.

Kara came out with Amanda herself. The girl looked like she was completely terrified. Gwen was on her phone.

"Fire department is on their way," Gwen said. Amanda was shaking. "Who did this, did you see them?"

"No, they…they…they did this!" she screamed at the top of her lungs. "They said that I have to pay…..maybe I should pay, maybe I should!"

She was screaming incoherently and making less than zero sense. Gwen frowned when she picked up the girl's cell phone that was still on her. She didn't want to go down that road but at the same time, she had to.

She could see pictures that the potential suspect took with the cell phone. There was CDs which featured the pop star known as Dazzler hanging from the wall. Gwen's frown deepened. She was beginning to see the light, slowly, but surely.

"Amanda, Amanda, it's going to be okay, they're going to help you," she whispered. She didn't want to confront the girl on her suspicious yet. The traumatic shock might break her.

Kara and Peter looked at Gwen. It was obvious that she saw the light. The fire was put out.

"You were lucky that you got here in time and called for help," Captain Stacy said, leaning down to talk to his daughter, her boyfriend, and her friend. "Because whoever attacked Miss Sinclair, they intended to murder her. They trapped her in the middle of the room."

"I don't think so, Dad," Gwen commented. There was something else that she wasn't missing. She walked forward and saw the scorch marks on the ground.

"Gwen, I think that I know a bit more about this than you do," Captain Stacy commented. He didn't mean to sound so condescending so he quickly spoke in a softer tone. "I've seen things like this and murder was the intention here."

"Oh, I'm sure that they would have murdered her," Gwen commented, with a frown. She allowed her father to think that she came to her senses and agreed with him.

"So, what do you got?" Peter asked to her.

"Not now, wait until my father's out of earshot," Gwen said.

She watched Amanda being led off by the police. Some of them obviously still thought that she was doing this herself. Gwen frowned when she looked around.

She had a strange sense that they weren't alone. And there was an even stranger sense they were being watched. It was insane and she couldn't put her finger on why but they were.

"They knew that someone was going to protect her," Gwen commented. "And they likely knew that it would be one of us or all three of us."

"How do you know?" Peter asked.

"You don't attack someone in their own house and not stick around to watch them die for no good reason," Gwen answered. She led them further away from prying ears. "And Amanda…..has a few skeletons in her closet."

"Exactly what kind of skeletons?" Kara asked.

"She's a famous teenage pop star for one," Peter told them. That caused Kara to blink in surprise.

"That's….."

"Her real name is Alison Blaire, she's the pop star known as Dazzler or was," Gwen commented. She looked rather saddened but she realized something when Peter said it. "So, you figured it out too, didn't you?"

"Yes, I figured it out," Peter commented. He gave Gwen a playful smile. "Is that a note of surprise that I'm detecting in your voice?"

"No, you just caught me off guard," Gwen commented. She wanted to check up on Amanda, Alison, whoever, she was their friend.

And they wanted answers as to why. She knew that it was an ugly incident when Dazzler got outed as a mutant and she was accused of using her powers to make better music. That was hypocrisy to the highest level given all the auto tuning technology that was used by record producers to make better music. Gwen wanted to scream to the highest heavens because of that one.

X-X-X

Amanda Sinclair looked into the mirror. The police were outside of the safe house that she was in. No one could get in and no one could get out. At least that's what she said. No one was safe though, especially not her.

"Amanda, can we talk, please?" Kara asked, nervously walking towards her.

"Well, I guess you've figured out who I am or who I was, no need to sugar coat it," Alison said. She was pretty much on a hair trigger.

"It doesn't matter to me who you were, it matters to me the kind of person you are now," Kara responded. "And who is doing this to you?"

"It's Garfield…..Garfield Lynns, but he's just…..just the guy that was hired by them, these people," Alison said. "My record company was hired by some extremely bad people but I refused to play ball with them. So, they sent Lynns out there to sabotage my shows."

"I take it that he's not the psycho ex-boyfriend," Gwen commented. She showed up and Alison wondered how long she had been listening.

"When that didn't work, when I refused to yield to them, they found out that I was a mutant and they outed me," Alison commented. She looked like she was completely despondent, and Peter showed up to place his arm around her. He gave her a light dose of his pheromones to calm her down but not to overwhelm her.

"It's okay, we're going to capture the guy who's doing this, and he's going to tell us who hired him in the first place," Peter replied.

"Yeah, I don't think it's going to matter in the end," Alison said.

"What can you do?" Gwen asked.

"I can convert sound waves into concussive energy," Alison explained to them. "I couldn't use my powers to enhance my music. The studio wanted to touch up my music, but I refused to let them. I didn't want to sell out to my fans."

Kara didn't have a chance to answer and neither did Peter nor Gwen. Her phone went off. Kara looked at it with a frown.

"Peter and I….we have to take care of something, Gwen, do you think that you can stay here and keep Amanda company?" Kara asked.

"Yeah, sure, keep in touch," Gwen answered. She figured that had to do with their encounter with Huntress and Nightwing recently.

The two of them walked outside of hearing range. Kara turned to Peter and confirmed it.

"It's Oracle, our mutual friend wants to meet us…..on the roof of the Daily Bugle building in one hour," Kara said. "She also said that she may have answers, but you might not want to hear them."

"Great, my favorite kind," Peter said.

He was confident he would know one way or another what this is all about.

* * *

**To Be Continued On January 15** **th** **, 2015.**


	34. Set Fire To My Heart

**Chapter Thirty Four: Set Fire to My Heart.**

* * *

 

Helena Wayne knew what it was like to be someone looking for answers. She looked for answers her entire light. Every single frustrating moment of her life she searched for answers that she wished to have. It was extremely frustrating in numerous ways. She waited on top of the building, along with Karen for them to show up.

"He's not running late, is he?" Karen asked.

Helena gave what passed for her as a smile. "No, in fact he's just on time."

No sooner did those words leave her mouth, the duo of Flamebird and Spider-Man turned up. Helena knew that their back up was not that far behind. Spider-Man swung onto the roof and Flamebird followed him onto the roof. The two duos stood on either side of the roof and stared each other down.

"I'm here, and you said that you had answers for me, didn't you?" Spider-Man asked. "And you knew that I wasn't going to like them for some reason. Why did you not think I was going to like them?"

"HYDRA goes for long term plans, they ruin lives of people, and they have killed countless and will kill countless more," Helena told her. She looked through her mask at the young man. She knew the thrall that he had over most women thanks to his pheromones so she was using every mental trick in the book not to be sucked in underneath his spell.

"Yes, I've already knew that," Spider-Man commented. Obviously that didn't qualify as new information.

"I know who you are underneath that mask and I'm sure many in HYDRA might have put together the pieces because the list of candidates of the people who could survive what you survived are slim," Helena told him. The Huntress looked over him with a steely gaze. The information she held in her hand was something that a part of her was reluctant to give this young man. It might just turn his world upside down. "Am I right, Peter?"

"Given who your father is, I'm not surprised that you figured it out," Spider-Man said dryly. There was no use in denying it.

Helena raised her eyebrows. "I see that you have a pretty good idea who I am. That perception will do you well. Hopefully you can fine tune it before it gets you killed."

Kara was looking at the tall woman next to her. It was obvious that she had a hell of a body underneath that tight black bodysuit. She just wasn't sure how she fit in to this situation.

"You know Kara, if you wanted to ask, just ask," Nightwing said. She pulled back her mask to reveal a face that looked like Kara's. Only her hair was a bit shorter and there was more of a lifetime of pronounced loss underneath it. "It's like looking in a funhouse mirror to the future, isn't it?"

"So, you're me," Kara commented. "From the future."

"From a really bad future," Karen confirmed grimly.

"The future is not set in stone," Kara responded firmly. She absolutely refused to believe that.

Karen sighed. "I honestly hope that you're right about that. But I'm going to determine that the bad future doesn't happen. The Sentinels might be in their stage of infancy now. They're the tip of the iceberg of the menace that's about to happen."

Kara dreaded the answers that she might get. Karen hated having to give them to her.

"The ship that you're seeking…it didn't bring anything too friendly to Earth," Karen informed her. "It brought something that infected the Master Mold program, which was already on shaky ground to begin with. Earth couldn't be saved, humans were used as slave labor until the end."

"What are you talking about?" Peter asked. He didn't mean to intrude on their conversation. He was honestly curious and a little bit confused.

"I'm talking about something that my mother created," Karen said. She turned to Peter. She was reliving how he died in her mind. It wasn't something that she wanted to relive again. "The program was supposed to collect data to help improve life on Krypton. But, The Brain Interactive Construct was tweaked by the ignorant Council scientists to help run every aspect of the planet. Eventually it decided that since it had all of the data, the planet was redundant. It withheld vital information that the planet was dying and when a scientist went to the Council…..they refused to believe them."

"A government ignoring a very obvious problem staring it its place, that's a shock," Peter answered. His tone was extremely dry when he spoke.

"It let the planet die, it had all of the data, and also something that it collected a year before," Karen replied.

"What…?" Kara asked.

"Kandor," Karen said.

"You're kidding me!" Kara exclaimed. Karen gave her one of those looks that showed that she was not kidding her. "But it was destroyed, wasn't it?"

"No, merely preserved in a bottle, likely with several other cities from the planets it destroyed on the ship that he commissioned to be built under the pretext of deep space exploration,' Karen replied.

Helena held up her hand. Before this conversation could go any further, Oracle was on the line.

"We'll pick this up later," Helena answered. "What is it Oracle?"

"I have a lead," Oracle said. "It's about the assassin that was sent after her."

* * *

 

If a man didn't love his work, well he wasn't really trying hard enough. That was the opinion that this particular assassin was in anyway. He sat around the room with a wide smile on his face. He could tell that the poor girl was about ready to snap.

He had been at this game for a long time. Some people didn't hire him because he was too unpredictable. His love for fire was a quirk ever since he burned his own house with his abusive domineering mother inside. To see that bitch burn slowly to death, screaming, begging for mercy, was a thrill that was far better than sex.

He watched the flames on the candle shoot up. The fire danced for him. His grin spread further over his face. The flame danced and it was delicious. His excitement reached a fever pitch when he watched every last second of that flame bounce up and down.

There was a call on his phone. He hated to answer the phone when he was having a moment with the only thing that ever loved him.

Garfield Lynns was not going to deny the person on the other end of the phone.

"Yes, may I help you," he stated in a raspy voice.

"Lynns, I told you to finish her off," a gruff voice commented on the other end of the phone. "You had her dead to rights in the middle of the house, and yet she's fine. And if she starts talking about me, there will be questions asked. She already named you."

"I like my victims to know who I am before I burn them for real," Lynns commented. He looked on with a smile. "It's a professional courtesy."

"Quick fucking around and do the job!" the man yelled on the other end of the phone. "I'm not paying you to screw around."

"You have no concept of foreplay, do you?" Lynns asked. "No wonder the pop star dumped you. You had to ruin her life by outing her as a mutant, didn't you? And you thought a scorned woman was bad. Men can be pretty scorned as well. Can't say I blame you, bitch is pretty hot. But not as hot as my bitch."

He watched the all-consuming flame flicker and dance on the candle. He had to admit that it transfixed him. He continued to watch the flames dance and taunt him. His grin grew even wider when he studied the flames when they continued their devilish dance. His grin broke out completely when he kept looking at what he saw.

"Just make sure to finish the job, or we'll finish you," the garbled voice whispered.

"Yes, I understand that, and don't worry, this time the girl will burn," Lynns said. They had no idea the thrill was in the chase. They had no idea that the blinding fury of fire, it's all consuming nature needed to be manipulated.

They had no idea that the victim must see their life flash before their very eyes before it was snuffed out. Like the candle was snuffed out from the flame. He reached forward and put out the flame.

He broke open the locks to the next room. It was a shrine that was covered in pictures of Alison Blaire, both during her pop music career and some during her time as Amanda Sinclair. Some of the photos might be of questionable taste given that they depicted her in compromising situations.

Lynns grinned when he saw it. There were also CDs of her music on the ground. He reached underneath the table and pulled out a can of lighter fluid.

He hummed one of her many hits underneath his breath when he sprayed the pictures and the CDs with the lighter fluid.

He held up a lighter and flicked it from in the doorway. A signal spark ignited the room. All of the pictures in the room signaled that Alison Blaire would just like her photos did.

"Oh, yeah," Lynns whispered. He gave a full body shudder when he could see the pryo consume everything.

Lynn stepped back and watched the shrine burn. He knew that the girl would be in position at a house that they thought that was safe.

He reached into the closet and pulled out his special uniform. No one was safe, not from the Firefly. He would break her. He would break her hard. She would fear him. She would scream in terror. She would scream in torment.

Her last song would be the end of her.

* * *

 

Helena had to admit that she had misgivings about this entire case. There was a chance that this was a cry for an attention and a staged attack by some pop princess who had been forced out of the spotlight. Being outed as a mutant was obviously an act of spite and the world wasn't willing to accept them. Given men like Creed and Kelly preaching, she felt like the world would never accept than at large.

There was always some loudmouth with a vendetta that was going to stir up people who didn't know any better. A few people might have seen the perils to wars that America fought in the past, against governments that oppressed their people.

HYDRA pulled the strings with this just like they pulled the strings on some of those past wars. HYDRA was difficult to put down. Cut one head off, two more grow in its place.

Helena didn't plan to cut off any heads. She planned to nuke the entire body.

She wondered if the attacker would show up. She had a pretty good idea that he would. The man was extremely vain and self-assure for numerous reasons. The good thing about Lynns was that he liked to play with his food. Following his past patterns, his next attack meant that he was done playing.

"Would it help to say that I don't like this?" Kara asked. She hovered next to Karen from a safe distance. Helena stood in front of them on the rooftop. "We're just willingly using my friend as bait to draw a killer out."

"Not necessarily as bait," Helena protested. That caused Kara to spin around and stare at her. "We're out here. Goblin Queen is on the inside and Spider-Man is out back."

"So much could go wrong with this," Kara said. Her older counterpart wrapped her arm around her and pulled her in tight.

"I know so much could go wrong with this," Karen agreed. She frowned deeply. "But we don't really have many choices right now."

"So, the end….." Kara said.

Kara's question was cut completely off. She could tell that Karen was glad that it was cut off. The two police officers Captain Stacy stationed were called away for something.

"I can't believe that they would fall for something like that," Kara said. One could sense the frustration that was in her voice. It was beyond anything else that anyone ever experienced.

"Believe it," Helena responded. She didn't want to be the one to bring down the scene around them.

The package was set out on the edge of the driveway. Kara turned her head to get a good look at the delivery man who made his way back into the truck.

One of them grabbed the package and it exploded into a fireball, burning the police officer.

Another police officer was doused with lighter fluid and set completely on fire.

"Now!" Helena yelled. It was too late for the police officer, but they could jump down.

She dropped down and came face to face with a man dressed in a golden and black costume that made him look like a demented firefly. His wings flapped angrily when he stared at him.

"Get out of the way, I'm only here for the pop star," Firefly said. He held two guns in his hand. One of them sprayed lighter fluid and the other was a flame thrower.

Kara managed to put out the flames before they could consume the police officer. He was barely breathing. She got him and his partner out of there in a blur to seek the medical attention that they needed to survive.

She returned in time to see Firefly dousing Karen with the lighter fluid and trying to set her on fire. Both her costume and vulnerability proved that she wouldn't get hurt at all. Firefly watched in awe.

"Well isn't that….."

Karen nailed him with a huge kick and caused him to whip back. He landed down onto the ground. He reached into a satchel and pulled out several miniature explosives. He pressed a button in on them and detonated them.

The fireballs caused the distraction for Firefly to slip inside.

"Worry about putting out the fires, our backup inside will take care of him," Kara said. Karen and Helena would have to agree.

Inside, Gwen prepared to suit up for battle. It was a shame this was such a nice house. It was likely to be ashes in a minute.

"Do you have her?" Gwen asked. Her eyes averted to Peter who held onto Alison.

"Yeah, I have her," Peter said. He wished that he could do more to calm her down.

Alison looked rather stressed out but to be honest, she was having an extremely bad day. The young man tightened his arm around her and swung her out of the door and out of harm's way.

The blonde haired pop princess hung onto his waist when she was swung out.

No sooner did that happen was the doors blew open and Firefly appeared in the doorway. He threw one of his firebombs in the general direction of the kitchen.

"Time for you to burn!" Firefly yelled.

"We've got a different opinion about who is going to burn, Lynns," the Goblin Queen commented. She looked positively demonic when she stood amongst the flames.

"Another do gooder wanting to be a hero, why don't you step aside and let me barbeque her?" Firefly asked.

"I'm an all consuming, you're a damp match in a wet cave," Goblin Queen replied dryly. She stood next to him, her hands heating up. "Go ahead, make my day."

Firefly cackled and this one had a bit of a fire inside her. He was going to extinguish that fire at the first possible opportunity. His flame thrower was held up.

The Goblin Queen launched a fireball at her enemy. He watched the fireball hurl towards him with widened eyes. He couldn't believe it. This was unbelievable. His excitement reached a fever pitch when it hit the ground.

"Oh yeah, baby, you know how I like it!" Firefly yelled. Lighter fluid spurted from his gun when he played it. "MARRY ME!"

Gwen felt disgust roll into the pit of her stomach. This bastard was really getting off on it. It was time to wrap things up.

She allowed a fireball to appear on the tip of her fingers and she launched it right at the gun that contained the fluids.

The fireball connected with the lighter fluid gun and it exploded. He spontaneously combusted before her very eyes. The material of the suit held through but there was only so much heat it's going to take.

He had a chance to put himself out but he didn't. Rather he rocked his head back and started to moan with an orgasmic glee. Gwen was alarmed with how well he was taking this.

"I hope you burn in hell for what you've done," Goblin Queen said. She could see the house become consumed along with Lynns.

She bolted towards the back door, using her telekinesis to block the flaming debris.

"For me, burning in hell is heaven!" Lynns yelled. He watched his costume get eaten away. "THIRD DEGREE BURNS IS THE ONLY WAY TO GO!"

That was one mentally ill men and not in a good way either. Gwen made her way out the back door as the burning house began to fall on Lynns when he burned to death. His firebombs caused the house to go up faster.

Gwen allowed herself to collapse on the ground. The fire department showed up, far too late to do Lynns any good.

A shaken Alison clung onto Spider-Man. She wondered if the nightmare was over.

As long as her bastard ex-boyfriend was still alive, the nightmare was only beginning. The blonde's knees shook when she clung onto him. The terror continued to spread over her body.

"It will be okay, it will be okay," Spider-Man commented.

"Thank you for trying," she whispered. Nervousness spread through her body, but she felt at peace that maniac was gone.

At least until another one was sent at her.

* * *

 

"She's shaken, but safe, Gwen's keeping an eye on her," Peter concluded. He was dressed in his street clothes and he met Helena in a secondary headquarters she had set up in an abandoned New York subway station.

It wasn't like the cave she inherited from her father, beneath the mansion she inherited from her father, but it would do in a pinch.

"I'm glad, I have a feeling Kara, the younger one, doesn't like me for some reason," Helena said. She leaned back against the wall and sighed. "I wouldn't have put her in the line of fire in case I was confident that she was going to get out alive."

"Well, to be fair, you shouldn't hat put her in the line of fire in the first place," Peter argued her.

"We live in a dangerous world," Helena said. She offered Peter a chair and he sat down. "But we've got something to discuss. I told you that I had information for you, and you won't like it."

"Yes, you did mention that," Peter said. He gave a long sigh. "We better get the worst of it out of the way right now."

"Your parents were experimented on and while SHIELD couldn't find what HYDRA did, your father figured out that something was extremely wrong and went to a man with resources and means to figure out what he could do to stabilize it before the experiments drove him mad," Helena commented to him. "That man was Norman Osborn. It was the groundwork of what would become the Oz formula. Your father took all of his research when he realized that Osborn would use it for less than desirable means. He did painstakingly reconstruct the research, taking almost fifteen years to do it. The spiders were the end result that you saw."

The Oz turned me into Spider-Man and…it gave Gwen powers and made Osborn completely out of his mind," Peter repeated.

"The final element to stabilize the OZ was in the blood stream of the people who HYDRA experimented on along with their heirs," Helena said. "That's what my father believed before he died. Osborn wasn't experimented on nor was his parents, so he turned into the Goblin Creature because he didn't have the final stabilizing element in her."

"But, what about Gwen?" Peter asked.

"Yes, I'm curious about that as well," Helena muttered. "There were only three people who were experimented by HYDRA and survived. They were Richard and Mary Parker….and Slade Wilson."

"Slade Wilson….the one that runs the MRD?" Peter asked. This was just getting stranger every second they talked.

"He had a few children, some of them unconfirmed," Helena commented. "The only one that I've been able to confirm was his daughter Rose, she's close to being your age. She's a mutant with slight precognitive abilities. She's locked up in the MRD facility in New York. Her father personally ordered her to be locked up."

"Why would he do that?" Peter asked.

"Slade's sanity has slipped with each passing year, and without the OZ, HYDRA's initial experiments will cause him to go completely mad," Helena said. "The official SHIELD records indicate that all of the OZ was confiscated and promptly destroyed by them."

"Osborn's body is on the Hellecarrier, it could have some trace elements of OZ in his system," Peter said. Mortal dread filled his being. "We need to warn someone….I'll get in touch with Black Widow…"

"HYDRA already knows about the Oz formula, when they redirected the plane of Richard and Mary Parker," Helena said. "They left Richard alive long enough to torture the formula out of him….and left Mary alive long enough so she could give birth to her daughter."

That gobsmacked Peter instantly and completely, the fact that he had a sister, who could be alive, but in the clutches of HYDRA, shocked and terrified him.

"My father died for this information that I'm giving you and there is far more, there is a large part of the file that is corrupted, I'm thinking on purpose," Helena informed him. "It has to do with a man known as Anthony Ivo."

"Name rings a bell a little bit," Peter admitted. "He had something to do with something in the field of robotics a long time ago, if I remember rightly."

"Yes, he created something that HYDRA wants to use as a weapon," Helena said. She could tell that Peter was distracted. "Whatever she is, she likely has no connection to you any more whatever. HYDRA has brainwashed her. X-23, it was lucky that she somehow managed to fight off HYDRA's brain washing when she did. But your sister on the other hand….."

"I believe that there's always hope," Peter said.

"Enjoy that feeling while it lasts," Helena commented to him. He nodded in response. "Because the world is going to drag you down with the insanity that it brings. Trust me, I've been there and I've done that."

"You're a really cheery sort, you know that," Peter told her. Helena's eyes flashed towards him.

"I perfect that I'm realistic," she answered. She handed the information. "Do with this what you need, don't worry, I have a copy. But if you're preparing to fight HYDRA, you need to take the kid's gloves off. These aren't your standard garden variety enemy. You tactics need to be stepped up if you have a hope."

'I'm ready," Peter replied.

"The thing is you aren't, and I'm not sure I am either," Helena answered. There was an ugly rumor that HYDRA was underneath extremely powerful leadership and their ambitions had rose.

They rose to the point where they would either take the entire world over or they would destroy it in the process.

"Just think about what I said."

"I…" Peter said. He looked in front of him and she was gone. "Um thanks."

He turned his head away from her for one second and she was gone. She was a master of some kind of disappearing act. Peter didn't know what to make of that.

The fact she disappeared without him noticed really defied all logic.

* * *

 

He returned to check up on Alison after the day that was. He passed Gwen in the hallway.

"Well, she might be going to say at the Xavier Institute, it seems to be the best place for her," Gwen answered. Peter passed her like two ships passing in the night. He nodded. "The most secure all things considered, with what's been happening. Kitty was both upset and happy that her best friend was secretly a pop superstar. Didn't really see the hype for her, but everyone has their tastes."

"She didn't deserve that," Peter answered.

"No," Gwen replied. "She didn't."

She frowned when she looked at Peter. "Where is….."

"Kara's out with her sister, they've had some things to work out," Peter replied. Well technically it was her older counterpart from a really bad future, but Peter wasn't about to split hairs. "And…..well it's been a long day."

"Yes, it has," Gwen agreed. She was actually half glad that the charred remains of Garfield Lynns was pulled out of warehouse. She thought for a brief moment that he would survive.

No one surviving that would be a certainty.

"I have something to talk to you about later, but I'll check up on Alison first real quick," Peter informed her.

"Right," Gwen said. She could tell that it wouldn't be a quick explanation somehow. She leaned in towards Peter and allowed him to go with a slight kiss.

The two parted ways when they entered the next room. Peter knocked on the door.

"Come in," a tired voice said weekly. Peter opened the door. He saw Alison sitting on the bed, dressed in a night dress that barely covered her body. "Oh, hi, Peter."

Alison frowned when she looked over Peter. She was back to her natural state, her blonde hair. Granted she added a blue streak to it for flavor, but it was ninety five percent natural. It was amusing that people thought she was someone who dyed her hair.

"You look horrible," Alison whispered. She got up to her feet. "About as bad as I feel."

"Yes, I heard that you're going to join the X-Men," Peter commented.

She rose to her feet and threw her arms around his neck. "Yes, I figured that I'd give them a try. What do I have to lose out there?"

"Well….I'm sure that you'll do well," Peter said.

"It's been a rough day for the both of us, I think," Alison said. She drew closer towards him and closed the gap that both of them had. "Just how rough is it?"

"Well, I think that you should find out," Peter answered her.

She attacked him with a passionate kiss. It was obvious what she wanted and Peter needed to release some tension. She was right here and willing right now. Not to mention it was obvious that she had a crush on him and she was fairly attractive.

She ripped off Peter's shirt and slowly started to kiss down his muscular body. She attacked him like a bitch in heat, which that was what she was.

Peter tore off her night gown in response to reveal her gorgeous body. Perfect flawless skin with nice high breasts and a trimmed center, nice curves, and long legs, she was the total package and her personality match.

"I need you in me, please," Alison whispered.

Peter backed Alison up against the wall. He held his hands over to either side of her. His pants were the only barrier towards her.

"Your wish is my command," Peter commented. "Prepare to be Dazzled."

"Oh, it's a good thing you're hot, because I'd slap you for that one," Alison moaned. She decided to remove Peter's pants, because quite frankly he didn't need them at this time.

Alison closed her eyes and marveled at the size of Peter's cock. It stood out for attention and her lips moistened. She longed to have that monster inside her, dominating her and stretching her in every way imaginable and she was sure that there was some ways that had yet to be imagined.

Peter grabbed her hips and spiked himself into her smoldering hot body. She moaned loudly and she grabbed his shoulder, digging her nails into them.

"Fuck me, don't make love to me, just fuck me!" Alison yelled at the top of her lungs. Her hot cunt clenched his throbbing tool and brought it deep into her body.

Peter was willing to oblige her actions. The fact this sweet girl had such a kinky side caused him to harden in her.

"Show me what you can really do, lover boy," Alison whimpered. Her pussy ached for a good pounding and Peter rose to the occasion. His thrusts got even more intense.

She wrapped her legs around him and made sure that he never strayed too far from her gushing cunt. The woman wrapped her tight walls around him.

"Oh god, you're so tight," Peter grunted.

"No, you're just really big," Alison argued. She wrapped her arms around him and dug her nails into his back.

If he wasn't resistant because of his powers, she would have been pretty close to drawing blood. He wasn't completely sure that he didn't already. His manhood spiked deep into her depths.

Alison arched herself back when he continued to plow her against the wall. He was engaging his more feral natural and that got her all excited. Her tight pussy contracted against his throbbing manhood.

His hands stuck to her breasts like they stuck to the wall when he played with her. The woman moaned when he played with her breasts. Her nipples stood out and begged for attention.

He placed his finger on her nipple. He twisted it and she moaned when he kept playing with her. There was a lustful moan that escaped.

"Take me, harder, HARDER DAMN IT!" Alison yelled. He stopped for a second when her orgasm hit her body.

She couldn't have that. Peter pulled out of her and turned her around.

"So, you want it hard, do you?" he asked. He bit down on her ear and caused her to moan.

"Oh yes, baby, I like it really rough," she begged him. "Take that big cock and ram me until I can't sit down for a week."

Peter grabbed her arms and held them back when her breasts pushed against the wall. He lined himself up with her wanting entrance. His engorged cock speared into her insides. She contracted around him when he planted himself into her.

"Take me, oh take me just like this," she begged him. Alison could feel a cascading rush of pleasure going through her body. She knew that he had her right where he wanted her. His thrusts felt like pure divine magic when he pounded her hard from behind.

The young man kept spiking into her dripping hot cunt. Her lips massaged him when he went into her depths. She engulfed him when he buried himself inside her. Each thrust brought him closer to something wonderful, something that defied all description. He pumped himself into her over and over again, each thrust bringing her close to the edge of insanity.

Peter really was giving her hot pussy a work out. Alison contracted herself around him. She wanted him in her, hard and fast. That was the way that she wanted it.

His hands dropped her arms. He reached around to torment her breasts. The young man kept playing with her breasts and tweaked her nipples with his fingers.

Peter could feel himself have quite the buildup. His spider sense warned him when he was about to cum but he held back before he could.

He wasn't done just yet. She felt like heaven that he could fuck her pussy to heaven.

"Let's see if I can make you hit that high note," Peter whispered in her ear. He went down and bit her on the shoulder when he kept pumping into her.

"Soooo close!" Alison sang. She saw stars from her latest orgasm.

Things were about ready to go from really amazing to really fucking incredible. Peter held her body against the wall and hoisted her up with his spider strength.

His cock aligned underneath her sopping hot womanhood. He pushed himself deep into her heated depths. She clenched him when he worked himself into her. The thrusts continued to go into her, slow and long at first.

Fast and quick was the order of the day. Alison clung to the wall with all of her might when he kept fucking her hard.

He really fucked her hard. She thought that she was going to lose her mind from the hard and efficient fucking he was giving her. The blonde clung onto the wall for dear life. She closed her eyes deeply and allowed the pleasure to cascade through her body.

"Oh God, Oh yes, yes, yes, oh yes!" she moaned at the top of her lungs. It seemed like she was going to lose her mind.

"Think you can hold on long enough for me to finish?" Peter asked. "Are you sure….."

"Don't worry….I'm safe," Alison whispered. "But you…"

His bare cock slid into her and she lost her train of thought. He grabbed her hips and pumped himself into her.

His thick load spilled into her body. Alison screamed when Peter planted rope after rope of his seed.

She supposed that he was shooting his webbing in her in another way entirely. Her dripping hot cunt closed around him when she milked him completely hard.

Peter was about ready to call this one. Alison turned around and spear tackled him until they landed on the bed.

"I didn't say that I was finished," she commented. She lathered his body with an extreme amount of kisses. "And neither are you….I'm still pent up and so are you. So, why don't we both help each other?"

She pushed her pussy around his cock. She managed to fit it all inside her. The blonde spread her legs when she went down onto him.

Peter groaned underneath her. She was taking out all of her frustration of today on his cock. He responded by pumping back into her hard. Her pussy muscles milked and pushed away at him. His groaning increased when she pushed herself down onto him. She bounced even higher, her breasts swaying for him.

He attacked her breasts again.

"Yes, Peter, let it all out!" Alison encouraged him. Her hero was taking his aggressions out on her breasts and leaving bite marks on them. This was so hot that Alison thought that she was going to explode to pleasure.

She wanted to fuck both Spider-Man and Peter Parker for some time. To think that they were both one and the same just made her life that much easier, but that was beside the point. The real point was that she would never stop fucking him no matter what. She kept bouncing up and down on him. His thick manhood slid into her body.

Her walls kept manipulating him up and down when she pumped herself down onto his body. Her bouncing escalated when she kept working up and down onto him.

The two of them lost themselves in their mutual lust and frustrations. The woman spiked herself down onto him so hard that she felt herself impaled on his cock. Her body shook completely. Her thighs tightened around him.

Another spilling rush of cum fired into her body. She kept milking him over and over again.

"I'm ready for another round if you are," Alison breathed. She could feel Peter's cock reharden in her when he rolled he over.

"What do you think?"

* * *

 

**To Be Continued on January 22** **nd** **, 2015.**


	35. Old Wounds

**Chapter Thirty-Five: Old Wounds.**

* * *

 

Peter finished telling Gwen about what he learned. To her credit, she patiently listened to pretty much every single last word that he said and didn't interrupt him. The information was shocking and jarring to her as it was to Peter when he heard it.

Gwen whistled when Peter was finally done. "You have a sister…..don't you?"

"Yes, I don't really believe it but…..she's been under the clutches of HYDRA her entire life," Peter answered after a second. There were a few moments where he struggled to reconcile what he was doing. "I don't know what to do. Does HYDRA even have her out in the open? Could we have seen her and not even known it?"

Peter was about ready to spring up and pace around like a madman. Gwen grabbed him gently around the shoulder and reigned him in.

"Peter, Peter, just calm down," Gwen said. They were waiting for Kara to meet them and then the group would make their way up to the Xavier Institute. "You know, I hate to say this, but she might not be the girl that you imagine her to be. If she was worked over by HYDRA, then…"

Gwen left that statement to completely trail off into the dust. Peter understood where she was coming from. He didn't have to like where she was coming from but one should believe that he would understood it.

"Laura snapped out of it though," Peter answered.

"Well, in a matter of speaking, yes," Gwen replied. The young woman was a wildcard and Gwen didn't even know what to make her. Kitty informed them that she rarely said two words to anyone ever since going into the Xavier Institute.

"Maybe I can talk to her?" Peter asked Gwen.

Gwen looked at Peter. "If you think that'll do any good, go for it. You don't have anything to lose, do you?"

"No, I don't," Peter admitted.

They knocked on the door of the apartment that Kara and Carol stayed at. Well, Carol was off doing business with SWORD, but Kara mentioned that she'd be back soon. Peter couldn't wait to meet her again, even though he respected that he might not find out what he was doing.

Kara poked her head out of the door.

"So, is everything okay with you?' Kara asked. She looked Peter over, who looked like he was run ragged. "Because you're not looking too good."

"I'll explain it to you on our way to the Institute," Peter said. He noticed the second girl that was there with Kara.

The girl had dark hair and blue eyes. She wore a black tank top that fit to her firmly and a pair of tight leather pants that fit against her body. She wore some silver bracelets that jangled from her wrists.

"Is this the Peter Parker that you've been talking about?" the girl asked with a smile.

"Yes, that's Peter, and Gwen," Kara offered. She decided that it would be best to introduce her friend. "Peter, Gwen, this is Donna…..she's been training me."

"It's a pleasure to meet you Donna," Peter commented. Peter wasn't short by any means but Donna was a fair bit taller than him.

"Likewise, Kara has told me so much about you," Donna said, extending her hand. Peter noticed that she had a firm hand grip. She let go and turned to Kara. "So, I'll see you same time tomorrow?"

"Yes," Kara agreed.

"It was a pleasure meeting you, maybe the four of us can get together sometime," Donna offered. It was a seemingly innocent statement.

"Yes, maybe," Gwen muttered, shaking Donna's hand. She noticed the girl had a pretty strong grip. She thought that the four of them getting together would be quite interesting. She was obviously powered by some reasons.

The three of them walked down the sidewalk with each other and made the nice walk towards the Xavier Institute. After the cold winter that was, they didn't want to squander the opportunity to take a nice brisk walk with each other.

"So, do you mind me asking about….."

"She's not like me, but she's empowered in a different way," Kara said.

She had a misadventure where she was chasing a plane with smugglers on them. Unfortunately, she couldn't catch them. She crash landed on an island where she met Donna. That was a fascinating story that Kara would have liked to do justice given the time. To make a long story short, Kara spent a few months in paradise, even though it was only less than a day to the rest of the world because of the time dilation properties of the island.

It was interesting.

"She's training me in being able to fight without my powers," Kara said. Peter looked at her. "You know, in case something happens that causes my powers to go out."

"Hey, I wasn't complaining, I think that's a good idea to learn to fight without your powers," Peter answered.

"Am I about to find out about where you were that entire summer that you and Jessica disappeared?" Gwen asked. "And you did tell me about that but…"

There was a young girl who nearly blew past them on the other side of the street. There was a group of loud men chasing her.

"This isn't a place for people like you, mutie!" one of them yelled.

"The Friends of Humanity," Peter growled. It seemed like that the recent anti-mutant policies made people think that they have a license to bully.

"You've got to be kidding me," Kara said.

She zoomed off to the side and started to disarm them before they could try to club in the head of the unsuspecting mutant they cornered in the alleyway.

Kara returned to them and left them knocked out and humilated. She led the young girl away from the thugs.

"Run," Kara whispered to her urgently. "Get back to your parents….."

"They're dead," the girl said tearfully.

"Then get to a safe place just….there are some bad people in this neighborhood," Kara said, trying to convey to the girl that it wasn't safe for her to be here.

"Half of the time, not even sure if those idiots are targeting mutants," Gwen added. "Which makes things far worse, I know."

"Creed is worse than Kelly," Kara said spitefully. She shook her head. Thinking about these so called Friends of Humanity made her want to smash something. She wasn't going to lie. "So, what were you so strung out about?"

* * *

 

"Oh, I can't believe it, I knew a famous pop star all of this time and…..I didn't even know it," Kitty said. She was brimming with excitement. "Did you know?"

"Not until three days ago and I was a tad bit preoccupied with saving her life," Peter said.

Kurt chuckled when he watched the interplay with amusement. "Yes, that's a good thing to be preoccupied by."

Kitty folded her arms over her chest and she gave one of those pouting expressions. Ororo leaned in towards her and patted her back.

"Kitty, perhaps we should work off some of that extra tension in the Danger Room," Ororo said.

"Or alternatively, maybe Peter can help you work off of some of that extra tension," Rogue added in a cheeky voice.

' _Now, it wouldn't be a bad idea, would it?'_ Betsy thought.

Jean caught the thought and she smiled. "So, I take it that it isn't a social visit."

"No, it isn't, I'm here to talk to Laura," Peter told her.

Ororo frowned sadly. "I'm afraid that she isn't much for talking. She said barely six sentences to us when she was here."

"And they amounted to, thank you, excuse me, and some noncommittal growl thing," Kitty added. She leaned back when she smiled. "But guess we can expect about so much with someone who was grown by Logan's DNA, at least in part."

"I still want to try to talk to her, it's important," Peter said.

"If you think that you can get something out of her, then it's worth a shot," Jean said. She wondered what the girl went through when she went to HYDRA.

Jean doubted that she could read the young girl's mind, even with permission. And that would be a minefield that she was going to have to travel through. Logan's mind was a nightmare. She suspected a teenage girl might be marginally worse.

"I'll take you up there," Ororo offered. Peter allowed the leader of the X-Men to lead the way, bringing him up the stairs. "Things have been rather….tense around here."

"Tell me about it," Peter told her.

"Well, I don't think that I need to tell you about it, because you've been living a lot of it, haven't you?" Ororo asked.

Peter gave her a brief smile and it indicated that he was obviously guilty as charged because of this thing. Ororo guided him up the stairs until he reached the hospital wing.

Laura sat on her bed. She read a book and seemed to pretty much ignore the rest of the outside world.

"So, best of luck, if you need anything, there's a panic button in there," Ororo said.

Peter thought that was extremely foreboding. He knocked on the door.

"Enter," Laura said. She figured that they were going to try and talk to her again. There was only one person that she wanted to talk to. "It's you."

She actually looked at him.

"After I tried to kill you, you would think that you wouldn't want to be in the same room with me," Laura said. She nonchalantly marked the page of the book that she was reading and sat it down on the table. "I never got small comforts like books in the facility too often. So, this is a rare pleasure."

"They taught you how to read?" Peter asked. Laura looked at him and Peter realized that he might have said too much. "Sorry, I didn't….."

"No, you didn't," she agreed. She figured that he wouldn't have known. "My mother actually taught me how to read and certain other skills as well. They wanted an ignorant weapon that they could throw at anyone to hack and destroy. No sophistication from books needed"

Laura's legs crossed. Peter got a full look of what she was wearing. She wore a low cut black half top and a pair of jean shorts, with no shoes.

"But, your mother….she wanted more than that…"

"Doctor Sarah Kinney, I trust that you've heard of her," Laura answered.

"Yes, but she disappeared years and years ago," Peter said. "She was a pioneering in the fields of genetics."

"She worked with your parents as well," Laura said. "She said that they were good people. I see that you turned out as a reflection on them."

"Well, sometimes we're a reflection of…"

"And I've become a reflection of him," Laura said. She popped her claws instinctively and put them back in. "Wolverine, he joined the X-Men, because he has a lot of sins to atone for. It's for the best that he doesn't remember half of what he did. But I do, I remember it. I see it in my nightmares every night."

Laura didn't seem too disturbed by it. Not that was a good thing, because it honestly meant that she got used to it.

"But, you're not here to talk to me about what I see in my nightmares," Laura said. "You found out about her, didn't you?"

"My sister?" Peter asked.

"Yes," Laura answered. She shifted her arms together. "They call her the Dark Spider or the Black Spider. Regardless she's bad news. She was trained to be HYDRA's ultimate agent, conditioned from the grave. Your mother may not have even known she was pregnant when her and your father were captured. HYDRA didn't manage to cross them off of the list before you were born. You pose a problem, but they want to see what makes you tick first before they cross you off."

"Why me though?" Peter asked. "Why not Captain America? Or Iron Man?"

"Only the demented minds of HYDRA know for sure, but I do know something else that you might find of interest," Laura said. "Do you know who Dell Rusk is?"

"Yes, he's the secretary….of defense," Peter said. He mentally rearranged the letters in his mind and he knew what the spelled out.

There was one thing that described what Peter had to say about that.

"Oh shit!"

* * *

 

Senator Robert Kelly looked really pleased by himself when he stepped up to the podium. He prepared to give one of his award winning speeches. Slade Wilson stood by his side as he had been. Mac Gargon, his bodyguard also was in attendance.

Watching the proceedings was Dell Rusk, who smiled. Also, Doctor Milton Fine, formally of SHIELD, smiled with a wicked grin on his face. He prepared to watch how things played out. Everything played into his hands quite nicely.

"Ladies and gentlemen, I am pleased to announce that the Mutant Registration Act will be made law as opposed to this afternoon, and there will be an additional amendment adapted which will deal with the so called super powered heroes," Robert Kelly said. "Once this is passed, their identities will be of public record. Finally, they will be held accountable for their actions and they will be subject to be drafted to the service of the United States."

Steve Rogers showed up at the floor. He knew that this had gone bad. Charles Xavier sat next to him, waiting calmly.

"Senator Kelly, I wish to speak to you," Steve said. His voice was cordial, but at the same time, firm. Captain America could not believe that the country that he fought so proudly for was going to turn into the very thing that he fought against in years past. "You can't think that locking up people is going to solve the problem. These are human beings."

"The scientific experts that the Mutant Investigation Committee disagree with your assertion, Mr. Rogers," Kelly commented. "To go against this bill would be un-American."

"You change the names and the situation a little bit, and you're no better than the Nazis who prosecuted the Jewish and others that didn't fit into their perfect world," Steve argued.

This was a statement that ruffled some feathers and frazzled one Senator in particular.

"It's completely different," Kelly sputtered.

"You know it's the very same, Senator," Xavier replied. "I hoped that we live in a world where we can all stand together."

"This world is nothing but a delusion of yours, Xavier," Kelly fired back. "You're not going to change my mind or the minds of the majority that have agreed to make this bill law."

"If this bill becomes law, this is the darkest day in America history," Steve said.

"Perhaps you have grown out of touch about what the American public wants," Dell Rusk said. He addressed Captain America with thinly veiled contempt. "Security is important and the people will be safe when these unnatural elements are purged."

Steve blinked and the gears slowly kicked into his mind. He only recognized the contempt from one other person that he ever had the displeasure of dealing with.

How to unmask him though? That would take some clever timing.

The windows of the hall bust open and pieces of metal began to magnetize all around them.

"So, you wish to cage them, do you, Senator Kelly? Well, you won't live long enough to see the perfect world that you've so lovingly crafted."

Magneto turned up and he was not a happy individual.

"YOU!" Kelly yelled. "MRD, take him down!"

The MRD showed up. Magneto lifted his hand and the very metal weapons lifted out of their hand.

"And somehow, I think humanity will sleep safely at night knowing that this is their line of defense," Magneto said dryly. "No doubt that they will be pleased with such brilliant tactics such as using metal weapons on the Master of Magnetism."

He lifted up a metal cable and shot it out, wrapping it around Kelly.

"One wrong move and I will crush you to death," Magneto growled. He turned around and saw Captain America standing there. He was now in full uniform and he had the shield. "I didn't expect you to defend this coward."

"I'm not defending him, but if you kill Kelly, then you will give all mutants a pariah to stand up against," Captain America said. He held his shield ready. "I remember the young boy that I rescued, that was terrified after he saw his family murdered. After what the Red Skull and Essex did to him…"

"Those days are over and that innocent little boy has been killed, thanks to these humans," Magneto commented. He prepared to crush Kelly.

Slade jumped in and knocked Magneto down to the ground with a kick.

"Yes, using metal weapons wouldn't really work on you, would it?" Slade asked. He held a jagged metal staff and he stabbed Magneto in the chest. He slumped over and he gasped. Slade broke the staff over the back of his neck and then slammed him down to the ground with a surprising amount of strength.

"The OZ formula," Captain America said.

"How very perceptive of you," Slade replied. He aimed one huge punch and that knocked Captain America over. "I'm stronger than I ever was before but my problem isn't with Magneto."

Captain America bounced up to his feet and engaged in some hand to hand with Slade Wilson.

"One sucker punch doesn't merit a battle won, son," Captain America informed him.

"No, it doesn't, but I'll win the day, Captain America," Slade said. He withdrew a sword out and it clung to his shield.

Captain America had no idea what the effects of the OZ Serum were. It seemed to vary depending on the hosts. It granted Spider-Man with spider powers. It granted the Goblin Queen with super strength, pryokinesis, and telekinesis. It turned Norman Osborn an utterly insane Goblin creature.

The effects of such a thing were completely terrifying.

As for Slade, it enhanced his already great natural abilities.

"We fought side by side at one time," Captain America said.

"Yes, you remember that, but that was a long time ago," Slade whispered. "And while you spent all of your time on ice, I spent my time refining and enhancing my skills."

Senator Kelly was off of the ground and the security that Dell Rusk arranged walked over him.

"We got to get out of here, Senator," one of the security guards said.

Kelly nodded, he was terrified beyond belief. Many of the people inside had fled. Magneto was down on the ground, bleeding. Kelly didn't shed any tears for him.

"To the helicopter, Senator," one of the guards said. Dell Rusk followed them, escaping in the chaos.

Captain America recognized him. Slade Wilson's timely intervention was timely and it would keep Captain America busy.

It was time to execute his master plan.

* * *

 

"Can this get even more insane?" Peter asked Laura. Well actually it was more of a question to himself more than anything.

"I don't think you've even began to comprehend what we're into," Laura said. She looked at him. "None of us will just yet. HYDRA is playing a very long and dangerous game. And they have her…."

"They have her, they have your mother," Peter said. "How do you know that she's alive?"

"They like to keep any control that they have and they wouldn't kill her unless I was there to witness it," Laura answered. "And if they think that she still has some use, she will always remain there. They'll hurt her."

"We got to save her though," Peter said. "You know where the HYDRA base is, don't you?"

"Yes, because I'm going to hand deliver you to HYDRA," Laura said. She looked in his eyes. The pheromones his body gave off caused her control to fade once again. Being in an enclosed room with him really caused her patience to be detached and her emotions to be thrown all insanely around. "I should note that's my mission."

"Maybe you should complete it," Peter suggested.

"No," Laura said. "I won't say that I killed too many innocent people on the orders of HYDRA. A lot of the people that they pointed me at were responsible for things that were comparable to what HYDRA did. They don't like competition, at all."

She looked him dead in the eye and spoke with him.

"You think that I'm going to let you put yourself in harm's way just to get one over on HYDRA, then you have another thing coming," Laura said. "I've put you all in danger by being here."

"Do they have a way to track you?" Peter asked.

Laura didn't even think of that. She got up to her feet and she made her way to the door.

Peter used some spider agility to put himself in front of her before she could even grab the door knob.

"Get out of my way," she told him. "I don't want to hurt you. But if you throw yourself in front of me, I have no choice."

"You said that you're not going to let me put myself into harm's way?" Peter asked her. Laura folded her arms together. "The same is likewise for me. I'm not going to let you put yourself into harm's way either."

Laura gave Peter a cross look. She couldn't believe that this young man would dare do something as brazen as argue with her. The woman thought that he might be a little bit insane.

"This is your last warning," Laura said. She held her claws up.

Peter caught her arm and pushed her back. "I don't think that you're going to hurt me."

"Stop it!" Laura growled.

"Stop what?" Peter asked her.

"Stop what you're doing," Laura answered. She could feel his pheromones cloud her judgment.

"It's calming you down and causing you to think more rationally, isn't it?" Peter asked her.

Laura groaned, that wasn't really the point. She pretty much melted in Peter's grip. His strong arms wrapped around her when he pulled her in towards him.

"Give us time to work together a plan to help save her," Peter said. He was inches away from her.

"This isn't going to involve you putting yourself in danger," Laura said. She could feel herself relaxed. Peter's arms wrapped around her waist when he held her up.

"I put myself in danger every day that I decide to be Spider-Man," Peter answered. "It's just standard procedure. And sometimes you got to do the right thing. With great power there must also come great….."

Something inside Laura finally snapped. She leaned forward and captured Peter's mouth in a passionate kiss.

"Don't worry about the foreplay, I need you know, I'm burning up," Laura said. She used her claws to rip Peter's pants off.

"I need those," Peter said. Laura ripped his shirt off in the same way.

"Not, now you don't," Laura replied briskly.

"What if you hacked off something important?" Peter asked.

"I have control," Laura said, rolling her eyes and with those words she got down to business.

Laura wrapped her fist around Peter's throbbing tool. She got a feel for it. His pheromones already did a nice job of making her wet.

She pushed Peter down and threw him down onto the bed.

Laura stripped her shorts off and then her panties. She was surprisingly smooth between her legs.

"Are you sure about this?" Peter asked.

"Less talking, more fucking," she warned him. Laura wrapped her hand around him and slowly pumped him up to full mast.

The young woman spread her legs when she came down onto Peter. Her extremely tight pussy wrapped around his cock. She moaned when she came down onto his hips. Her legs spread nice and wide when she parted them.

"God, you're really tight," Peter groaned. He grabbed her hips and allowed her to pump her way down onto him.

"Regeneration," she reminded him. She could feel his hands explore her body. She allowed him to do what she did best.

He rolled her over onto the bed, managing not to break stride. He was on top and dominating her. Her shirt was pulled off to reveal her breasts.

They were fairly large and squeezable. Her nipples stood out and Peter captured one of them into his mouth.

"Yes, very good, feels very good," she breathed. She doubted that she could feel this kind of pleasure from someone who wasn't empowered like Peter.

Laura lifted her hips up. She could feel him. She placed her hands on his back and encouraged him to thrust into her.

The first orgasm rocked her body. It felt good to have a release that blew her mind and rocked her body. Peter kept drilling down between her legs, his balls slapping against her thighs when he came into her.

"Don't stop, don't you ever stop," Laura moaned. Her dripping hot cunt rubbed his throbbing tool when he worked into her.

"Not planning on," Peter groaned. He pumped his throbbing tool into her sweet and tight pussy.

The grip she had on him practically blew his mind. His cock ached with need and desire. She really was working him over.

She pumped her hips up and her wet pussy clenched him. She tried to milk his incoming orgasm out of his balls and into her body.

Laura arched her back and gave a blissful sigh when he pumped into her. Each thrust brought her body further and further to the edge of pure electric passion. His balls were about ready to send his hot load firing into her body.

The young woman clamped her pussy around his throbbing tool. Laura's slick hot walls rubbed around him when his balls slapped against her.

"Fuck me harder!" Laura yelled. She was extremely vocal.

If one looked hard enough, they could see Kitty's head poking inside the door. She was going to check up to see how Peter was getting along with Laura.

As it turned out he was getting along quite nicely.

"Well, don't just stand around, come inside," Laura said briskly. She could feel Peter's orgasm coming.

Kitty looked like a little girl with her hand in the cookie jar. The brunette walked inside and could see Peter's big cock slip in and out of Laura's dripping hot pussy. She thought that it was an erotic site.

"Don't worry, I'll be with you in a minute," Peter said.

Kitty sat on the chair beside the bed and she began to diddle herself, watching this completely erotic sight. She worked her finger in and out of her dripping hot pussy.

Peter groaned when he felt his balls tightened. He plunged himself deep into Laura's pussy. The dark haired vixen wrapped her hips around him and pumped him.

His cum fired out at a rapid fire base. Laura collapsed underneath him and felt Peter plow into her.

He pulled out of her and Laura looked at Kitty. "Take a taste."

Kitty realized what she meant and she walked over. She felt completely weak in the knees when she approached Laura. The brunette knelt down between Laura's hot thighs and she could see her pussy exposed for her.

The hunger which could not be sated increased when she looked her over. Kitty licked her lips and prepared to feast on what was dripping between Laura's legs.

The combination of juices that Peter and Laura gave off tasted erotic. Kitty felt light headed when she feasted on what was between Laura's head. Instinctively she shifted her way out of her pants and her pussy was exposed.

Her dripping hot pussy was exposed and Peter ran his fingers between her hot thighs. He placed his cock at the edge of her and slammed inside her.

Kitty moaned but Laura wrapped her legs around Kitty's head. Peter grabbed onto her hips and plunged himself hard into her willing and wet depths.

The brunette could feel him deep inside her. She thought that he would drive her straight through the bed again. She really hoped so. His massive manhood plunged deep into her body when he pumped into her.

Each thrust, delivered over and over again to her. The brunette could feel her pussy increase with pleasure when she milked his thrusts. The young man kept working her over and pumped her extremely hard.

Kitty breathed heavily when he shoved himself deep into her dripping twat. She thought that she would lose her mind.

"Getting closer," Peter groaned. He cupped her B-Cup breasts through her shirt and squeezed them.

Laura sensed Kitty's lust for both of them and Peter's skilled manipulation of her cunt really felt like he was working her over hard.

The young brunette slid her walls around him and pumped him. She wanted another huge load like Peter gave Laura.

Her pussy ached when she rubbed him with her hot walls. The young woman tightened her grip around Peter's tool when he speared himself into her. Each thrust of his throbbing cock caused her wet walls to slide deeply around him.

She could feel herself fucked extremely hard.

"That's good, that's good, keep eating her pussy," Peter groaned. He pumped into Kitty from behind to encourage her to do more.

Laura allowed the bliss to rock through her body. Kitty had a fair amount of experience with this by the looks of things. She wondered what her female mentors really were teaching her off of the clock. It paid off whatever it was, providing this was not a natural talent.

Kitty swiped her tongue in her dripping slit. She could tell that Laura was a hard one to please so the fact that she had her moaning and writhing underneath her tongue pleased Kitty a lot.

Peter pumped into Kitty's hot pussy. He was about ready to unload into her. The smooth caress of her caused him to really work himself into her.

Her walls clenched down onto him. His balls slapped against her dripping hot pussy when he went into her hard from behind.

The young man smacked his throbbing balls against her hot thighs. Peter bit her on her shoulder and that drove her absolutely wild when he kept pumping himself deep into her. He groaned when her tightness clenched around him. He went further deep into her. Her dripping hot hole really manipulated his massive manhood. She kept clenching him and doing so hard.

Peter could feel something build up between his balls. He pumped into her even harder from behind and just let it go.

Kitty collapsed on Laura's extremely wet pussy. Her pussy muscles contracted nice and tight when Peter rammed himself into her from behind over and over again. He emptied his balls and poured his seed into her, spurting rope after rope into her pussy.

The brunette woman collapsed on the bed. His cum drained into her pussy.

"We're not done with you, at least not yet."

* * *

 

Natasha Romanov took a few careful steps when she followed a distress signal. She knew enough that she was heading down an extremely dangerous path. The woman was one of the greatest agents that SHIELD ever saw but even she knew her limitations.

There was a small part of her that was glad that she wasn't in the midst of the chaos that was going on in Washington.

"So far, so good," a voice over the communication replied to her. "Things are now calming down…"

"Slade Wilson attacked Captain America, I'm not sure if that was calm," Natasha said. She busted the lock in the underground bunker that she was brought to.

"Well, that fights over, I'd call it a draw," her contact stated. "Do you think that there's any smoke to these fires?"

"At this point, I don't honestly know," Natasha said. She knew that HYDRA was everywhere. The organization was nasty in their brutality and their attempts to put some really good people underneath their heel.

She turned around and saw a woman standing in the shadows.

"So, we meet at least," Natasha said. She prepared herself to fight.

"I'm not here to fight you," the Huntress said in a brisk voice that matched the Black Widow's tone.

"Given the last time you went up against SHIELD agents….."

"No one was killed, but the line between SHIELD and HYDRA is increasingly blurred," The Huntress said. "If I'm right, there are a few more problems than even I know."

"Explain," Black Widow commented. She didn't like being given the go around honestly.

"Why tell when I can show," Helena said. "Any answers that you're looking for, are on the other end of this door. It's been a long time.

"Who…."

The door opened and they saw a battered body lying in the middle of the floor. He was almost in perfect health, except for the fact that he was dead. His body was preserved but Natasha sensed that he had been dead for months.

There was a tiny scratch on the back of his neck. Natasha moved closer and came face to face with Milton Fine.

"Fine was at the hearing, he didn't leave," Natasha whispered.

"He hasn't been anywhere in months, not since he was exposed to the ship," Huntress informed her. If her theory was correct, they didn't have much time left. They really wouldn't have that much time left if Mastermold was put online.

She reached forward and tool a white nano-bot that was wiggling around. It was inactive but it told her plenty.

"I've never seen anything like that before in my life," Natasha said.

"Nothing on Earth is like that," the voice in her headset added to her. "Fine must have been infected by what was in that ship and…it took his form and left him dead. Preserved down here in case it needs anymore."

"You studied that ship as well, nothing happened to you," Natasha argued.

"I don't know why, that might have been to do with my abilities," her contact said. "That's not important though….."

"Huntress to Nightwing, get to the Xavier Institute, its happening!" she yelled suddenly.

"What's happening?" Natasha demanded. She wondered what the hell was going on.

That didn't answer that question when there were footsteps that were coming down. There were numerous agents of SHIELD who entered, their weapons pointed at Huntress and the Black Widow.

"You're both under arrest, come quietly. If we have to, lethal force has been authorized."

"On what grounds?" Natasha asked.

"On the grounds that you're not with the program and you know too much," one of the SHIELD agents commented, pointing the gun at her.

Black Widow and Huntress weren't going to go down without a fight.

* * *

 

Inside the Xavier Institute, Kara got a surprise text message. It was short, sweet, and to the point.

"Get out now. MRD are coming."

"The order has just been given, the MRD are on their way to the Institute," Ororo said. "It's just like the drills that we practiced, only this time it's for real."

"They're not on their way, they're already here," Gwen said. She looked on and the MRD commander was on the lawn.

"Mutants, your time is up. Come out now and surrender to the United States Government. If you're not out within ten minutes, we will destroy the mansion."

"They can't be serious, can they?" Bobby asked. He leaned forward nervously.

"They have weapons that were designed to take down the Hulk," Gwen said. She looked out and felt a churn of disgust going through her stomach. "Has Ross been working with them too?"

"Wouldn't surprise me at all," Kara said. The less they said about Thunderbolt Ross, the better. Carol had some rather choice rants about the man and how he caused more damage trying to capture the Hulk, then the Hulk ever caused.

"Master Mold will be online within three hours."

Kara was caught with another text message. She got one more text message.

"Milton Fine is Brainiac."

That caused her day to get even worse. Well the good thing it couldn't get much worse from here.

"Who is Brainiac?" Gwen asked, catching her.

"My mother's greatest mistake," Kara said grimly. Gwen couldn't ask her to elaborate that one.

"This is your last warning muties! You have one more minute or we will come in and grab you."

"So, what do we do now?" Jean asked Ororo.

"We stand proudly and defend ourselves," Ororo said.

"My sentiments exactly, Ororo," Peter said, dressed in his Spider-Man uniform and ready to defend themselves. "HYDRA is backing this, I hope you realize that."

"How do you know?" Jean asked. She was curious.

"Dell Rusk is the Red Skull."

Kara was wrong, their days all could get worse. Hardened war criminals terrified each other by telling Red Skull horror stories.

Meanwhile it was time for some defensive action. The students in the Institute came first, and then the senior members of the team would get themselves out.

* * *

 

**To Be Continued On February 5** **th** **, 2015.**


	36. Chapter 36

**Chapter Thirty Six: A House Divided Part One.**

* * *

Huntress took down two of the SHIELD agents. She threw a smoke bomb into the air and caused a cloud cover of smoke to blind them.

The Black Widow was trying to figure out what the hell was happening. She wondered who authorized this. Someone high up in SHIELD had been compromised, at least high enough to give the clearance orders.

Then again, was this SHIELD. Or was this someone else who was posing as the spy organization? There were so many questions going through her mind. She took advantage of the cloud cover to attack their enemies.

Natasha shocked one of them and jumped into the air. The woman delivered a spinning leg lariat and popped her enemy in the face. She could see Helena taking down one of the SHIELD agents with a crack. He fell to the ground.

She figured the attack was really effective. A person couldn't aim a gun if both of their arms were broken after all. She continued to push herself forward, ready for anything that they had to throw at her. The Black Widow raised her hands into the air and sent two electrical shock bolts at her enemy.

The Widow's Bite was pretty biting. The enemies toppled over like they were nothing. She continued to pour on the assault, not letting up for one second. She let up, they'd all die. Natasha's breathing increased and became more labored.

Helena grabbed the leader of the pack and slammed him face first onto the ground. The back of his head connected with the wall with a solid clang.

All of the SHIELD agents were down, except for one. Helena marched him over towards the hallway towards the balcony. She hung him over to the balcony.

"Who ordered you to attack us?" The Huntress asked. She didn't give it quite with the force that her father did, but she thought that she scared the shit out of him.

"I'll never talk…HEIL HYDRA!" the SHIELD agent yelled. He bit down onto a capsule in his mouth and foam started to pour out of his mouth. His body went into twitches when his eyes rolled into the back of his head.

The Black Widow rushed out and saw the man. She was a spy, so she saw all of the tricks. And one of them was a cyanide capsule.

"He might be dead, but he told us enough, HYDRA masterminded the attack," Huntress said. "Your organization is under the banner of HYDRA."

Natasha was in denial mode, even if there was a part of her that was trying to deduce what was happening. "Fury would never…"

"I'm wondering if Fury's disappearance was willing," Huntress said. There was some doubt in her voice. One thing that she could say about Fury was that the man always had some kind of ace up his sleeve.

She picked up a communication link. Someone had to give them the orders to cross off the Black Widow.

Natasha looked over Helena's shoulder. This was the type of situation that she had been through before. The woman was not nervous, but it was unsettling the type of things that could happen.

"It was done on Maria Hill's channel," Helena said, once she hacked into the communicator link. Oracle wasn't the only one in that team that was able to hack, although she was the best in the world at what she did.

"You don't….you're not saying what I think that you're saying, are you?" Natasha asked.

"It's likely either her channel was hacked into or she was," Helena said. She pushed the playback.

"The Black Widow knows too much, she's not with the program, I want her brought down," a distorted voice that sounded like Maria Hill commented.

"It's not her," Natasha said immediately. She recognized the voice of one of her superior's and while it was a good mimic, the Black Widow had a keener ear for detail than most.

"You and I both agree about that," Helena said. She heard a set of footsteps and someone rushing towards them.

She spun around and Bobbi Morse threw her hands up. "Relax I come in….you're here."

"She helped me take down some rogue SHIELD agents, she might be one of the few people that I trust right now," Natasha commented.

Bobbi raised her eyebrow. "So, am I among the few people that you trust?"

Natasha gazed at the moment and said nothing. The fact that she didn't take out Bobbi where she stood might have been an indicator for the level of trust she had.

"We're going to have to communicate on the other channel," Natasha told her. She nodded. Natasha pulled out the communicator that she had and adjusted the frequency. "Widow to Indigo, are you there?"

There was a crackling sound over the communicator and Black Widow felt frustration brim to its highest point with her. Then there was a voice that came over.

"Agent Hill just got in touch with me, her channel has been compromised, someone hacked into it and is doing a pretty good imitation of her," the voice over the other communication link commented. "And someone sent as a warning that the MRD are on their way to the Xavier Institute and Milton Fine is…"

"Dead," Natasha replied. That caused the woman on the other end of the line to stop and become surprised. "Not exactly what you learned."

"No, and nothing that I can explain to you over the phone," she added, bobbing her head up and down.

* * *

The MRD poured their way into the Xavier Institute with a reckless abandon.

"Everyone, stand back!" Logan yelled. He bared his claws and went to attack them.

There was a large crack outside of the mansion, and they were coming in from all of the entrances, blocking them.

"We're not going to run, we're going to stand and fight, right?" Laura asked. Peter grabbed Laura firmly by the shoulder and Kitty stepped towards them. Jean joined them.

"No, I'm not losing any more teammates," Jean replied firmly to them. "The three of you get out of here."

"What about you, then?" Peter asked.

Jean smiled, a bit unsettlingly from that. "I'm good at coming back from the ashes."

Peter didn't even know what to make of that statement. All he could do was keep leading Kitty and Laura downwards. Kara followed them.

"We're going to need an exit," Peter commented. Kara raised her hands and smashed through the floor, creating them one.

"I think that will do nicely, won't it?" Kara asked. "Oracle warned me about…..well remember that artificial intelligence that my mother created for her university project and…"

Kara didn't have a chance to respond. They were down in the tunnels and a large modified Hulkbuster robot walked towards them. It was about right that Ross would giddily help the MRD, in exchange for perhaps their help in wrangling the Hulk.

"I'll take that, go that way!" Kara yelled. She squinted her eyes and fired a blast of heat vision at it.

The armor absorbed her attacks. Kara figured that it wasn't going to be easy to take down, given that it was built to withstand a beating from the Hulk.

There was more than one way to get around that. Kara dove underneath the outstretched arms. The MRD wrecked some of the ground above and Kara saw some sparks. Several of the pipes were broken and Kara pulled a disgusted face when she got a face full of raw sewage. The blonde shook her head when she flew off in the other dissection away from the creature.

"Hold it off, Mutie!" the driver of the Hulkbuster grunted. He approached Kara and got closer yet.

Kara hung her head in a combination of disgust and shame. She didn't want to break it to this brain surgeon that she was not a mutant. Mostly because she doubted that being an alien would be much better to these bigots.

He walked in water, with power lines flying everywhere. You didn't need a twelfth level intellect like Kara possessed to know that was a recipe for disaster.

The Hulkbuster robot was short circuited when it entered into the water. It would reboot in a little bit. Kara made sure that no one else was around, before she flew at super speed through the support beams.

The tunnels began to collapse and Kara stood back, watching it do so. The Hulkbuster creation was trapped underneath the falling rubble. Smoke began to rise up everywhere.

Kara sighed deeply, to say that was easy. She could hear a lot of voices and not of them good ones. The MRD were searching the tunnels and Kara had a sense that the Hulkbuster robots were the least of their troubles somehow.

' _Can you all hear me?'_ Jean asked. Her mental voice popped up through the link and nearly caught everyone off guard.

Kara sat up and took notice of it first. She smiled when she heard Jean's voice. Oddly enough, it was a soothing sound that brought her back to life. _'Yeah, Jean, I can hear you loud and clear.'_

' _We can all hear you,'_ Ororo thought. There were many chimes in. _'We're separated into various groups though, it's hard for us to all get things together.'_

' _Yes, that was what I was afraid of,'_ Jean admitted. _'It's best to keep the MRD split off. Kara, have you had any further information from your contact?'_

' _No, she's gone silent,'_ Kara thought. The young girl's frustration started to mount. She tried her hardest not to lose her cool, even though it might be inevitable that she would do so. She allowed her breath to come in and out of her body. _'I don't know, I don't really like the looks of this.'_

' _Few people do considering the circumstances,'_ Jean agreed with her. The telepath took a few moments to collect her thoughts. _'But I think…..'_

There were the sounds of more MRD troops approaching. It was only a small miracle those Sentinel robots hadn't been deployed yet.

It was only a small miracle that they hadn't, but they had more than enough on their plates right now.

Their work appeared to be never done and the frustration all of them felt mounted towards what proved to be a fever pitch. They knew that anyone in the Xavier Institute would be brought in, whether they be a mutant or otherwise.

* * *

Robert Kelly thought personally that today was the grandest moment of his life. Things got a bit rough at the hearing, and Captain America appeared to have lost his mind. Then there was the attempted assassination from Magneto. Magneto was in an MRD cell where he belonged and Xavier was right there beside him.

Two of the most powerful mutants in the world were imprisoned and Kelly felt pretty good about himself. The people would sleep much safer once the Sentinels were deployed.

"You should be proud of yourself, Senator Kelly."

Kelly turned around and saw Milton Fine approach him. Fine always seemed cold, but he was a brilliant man. Kelly couldn't fault him for that much. The man's lips curled into a smile and he nodded.

"I'm proud of myself, Doctor Fine," Kelly replied. His tone indicated that he thought that he was king of the world.

"Yes, and soon the X-Men, along with Spider-Man and Flamebird will be brought in and imprisoned along with the rest of them," Fine continued.

"Yes, it has been a rather productive day," Slade said. He entered the office and smiled. "Just checking up to see how you were doing, Robert."

"I'm doing fine, Director Wilson, thanks for asking," Kelly replied. This was the fourth assassination attempt that he survived and he was feeling pretty untouchable.

"You are not a man who shows fear, that's the type of person that the American people need," Slade commented. He sat down next to him. "Did you ever think about running for President?"

Robert Kelly imagined himself as the most powerful man in the world and that was a good feeling. Such power would be perfect as far as he was concerned.

"President Robert Kelly," Kelly muttered to himself.

Slade chuckled. The day that fool became President would be the day that he lost whatever faith he had in the American people to make intelligent voting choices.

"Yes, we all must live that one dream," Slade said. "And mine will come true."

The Scorpion was online and he was hunting Spider-Man. Soon, the son of Richard Parker would pay for the sins of the father. Slade accessed the SHIELD database and knew the identity of every single active super hero in the world. They were weak, because they sent the scum they hunted to prison and did not put them down like the rabid dogs they were.

"I must oversee the capture of the mutants, and I'm certain you want to enjoy the fruits of your legacy, Senator," Slade said crisply.

Slade left and left Kelly looking like that the cat that ate the canary.

"A good day Senator, I hope that you enjoy it like it's your last," Fine commented when he walked out.

Kelly didn't really find anything too peculiar about Fine's statement. If he did, it would be a cause for concern, but he didn't, so he was off out of the office.

* * *

Peter scrambled down the tunnels. The web slinger had no idea where he was going. He lead Kitty and Laura down the tunnel. He had to trust that everyone else in the Mansion were able to take care of themselves and find their way out of there.

' _The problem is that our faces and names are all over the news,'_ Peter thought to himself. He always thought in a rapid fire fashion when he was stressed out. His breath grew extremely labored when he tried to figure out his predicament. _'The good news is that….no one has connected me to Spider-Man, at least they haven't, yet.'_

The key word in Peter's mind was yet. They have yet to do this. That didn't mean that they wouldn't figure this out in the future. It was said that keeping a secret identity in the age of information and busybodies was pretty much close to impossible. Peter's heart drummed heavily against his chest when he kept making his way down the tunnel.

"I think that there's an exit point up there," Peter muttered underneath his breath.

Laura sniffed the air. "Something's off down here."

"Are you sure that's not the sewage?" Kitty asked. Laura turned to Kitty and gave her one of those looks. Kitty's face fell when she melted underneath the pointed gaze of the girl that was dubbed Project X-23. "Well, it could be."

"No," Laura commented. She could hear something.

"The MRD has gear that's able to take down the Hulk, the HULK!" Kitty yelled. Peter slapped his hand to her mouth to silence her.

"If you promise not to yell, I'll remove my hand from your mouth," Peter hissed in her ear.

Kitty shifted underneath his hand and nodded. She promised not to yell. Peter removed his hand from her mouth and she breathed heavily.

"Sorry, but that upsets me, that they have gear that can be used to take down….."

Peter's spider sense went off and he turned around. He saw three familiar faces walking towards them.

"Well, if it isn't the Three Stooges?" Spider-Man asked. He slipped into pure quip mode as he did.

Sandman rose up from the dust and caused a sand storm to blind them in the desert. Rhino charged in and tried to attack both of them.

Laura dodged Rhino and Kitty screamed when she went intangible. Rhino slammed head long into a brick wall.

"Alright, this is it, I'm going to take your punk ass down, and I'm going to get paid for doing it!" Shocker yelled and he lifted up one of his gauntlets.

"Yeah, Herman, keep dreaming the impossible dream, buddy," Spider-Man said. The one thing that he had to say about Herman Schultz was that he was pretty persistent, even though it was rather annoyingly so. Spider-Man clicked his tongue in amusement and sighed when he looked at the man that was before him. "Come on, you're not going to hit a broadside of a barn with attacks like….."

Kitty phased through his gauntlets and disabled them completely. Shocker was taken down handily.

That left Sandman to deal with. Laura tried to hack away at him with her claws, but unfortunately all she was doing was stirring up the storm.

"Laura, I can handle him, trust me," Peter answered. Peter dove over the top of Laura and raised his arms. He hurled a little metal bead through the air at Sandman.

"What's that supposed to…" Sandman started, but then he was frozen. He was still conscious in there, but he was not able to move at all.

"What did you do?" Kitty asked.

"I'll just skip all of the scientific jargon and say that I froze him solid," Peter told her. Kitty turned to him and smiled.

"Hey, Spider-Man, come out and play!"

Spider-Man could hear a taunting voice behind him. He didn't recognize it as one of his normal rogue gallery, but he could be wrong. The web slinger stood rigid and still when he looked out into the shadows. He waited for his enemy to come out and face him.

A large and imposing figure stepped out of the shadows. His body was covered in green armor. Spider-Man wondered if he could even penetrate that with his stingers. He tried to search for a weak spot right off hand.

"Just who are you?" Spider-Man asked.

"You can call me the Scorpion," he said. His voice was raspy and rough. He lifted a large tail.

"He must be a hit at parties," Kitty whispered.

"Must you joke at a time like this?" Laura asked to her in agitation.

Kitty shrugged her shoulders. "It help lightens the mood."

Laura shook her head and frowned. "I guess, if you say so."

"I don't say so," Kitty replied. She piped up with a smug statement. "I know so."

"Girls, behind me, I don't know how dangerous this thing was….."

The Scorpion moved towards Spider-Man with expert precision. It knocked him hard into the wall.

"I was a normal man, a nobody, a peon before this morning," the Scorpion growled, when his strength overwhelmed Spider-Man. "And now, I'm the man who is personally responsible for taking down Spider-Man."

Laura rushed at him, but he swung his tail and sent a jet of acid venom at her face.

Kitty screamed when she saw half of Laura's face melted off from the Scorpion. She rushed over, and panicked.

"Stay back," Laura groaned. She could feel her face healing over itself. It healed over, but it still hurt like hell.

Kitty was shaking like a leaf. She thought that she should be used for hardened things, dealing with the X-Men.

Spider-Man flipped over the Scorpion. The Scorpion landed on his feet and smiled. The web slinger tried to nail him with a stinger. Scorpion absorbed that.

"My sting is better than yours, Spider-Man!" Scorpion yelled.

Spider-Man dodged the tail and jump onto the top of his head. Scorpion closed his eyes and a bolt of electricity shot through Spider-Man, launching him off.

Laura's face was a bit red, but it was healed. She turned her head towards Kitty, who looked to be hyperventilating about the fact that she saw half of her fellow collective member's face.

"Cool it, I'm alright," Laura said. "But he won't be."

"Freeze, Muties!"

"Seriously," Kitty said. She turned around and placed her hands on her hips. "Listen, that kind of douchebag racist behavior went out with the Reich."

An electrified net shot towards Kitty. Laura pushed her out of the way and it landed harmlessly.

The Scorpion and Spider-Man continued their fight in another portion of the sewers.

"Spider-Man, Spider-Man, does whatever a Spider-Man can," Scorpion taunted him.

"Yeah, I think giving you super powers has made your brain kind of loopy," Spider-Man said. He punched him, nothing.

"Ever since I've been bonded with this suit, I can feel no pain," Scorpion informed him. He grabbed Spider-Man by the wrist. "You can punch at me all day and I wouldn't get so much of a tickle."

Spider-Man was hung over the edge of a metal contraption with whirling blades. He didn't know what the purpose of such a thing was; it looked to be pumping the water down or something. He knew that if any human flesh, even super powered human flesh was caught on that.

A burst of fire caused the Scorpion to be distracted. Gwen rushed over to join Peter.

"Fine, you want to play too!" Scorpion yelled. He launched an acid jet at Gwen, who avoided the attack. The Scorpion launched himself over. "You don't get it, do you, I can't be hurt! I can shrug this off"

Scorpion launched a barb from his tail at Gwen.

Peter reacted quickly and jumped in front of Gwen. He took the poisonous barb to the shoulder and dropped down to the ground instantly.

Gwen's temper boiled to the surface. The Scorpion laughed. "The bastard will be dead and….."

The Scorpion was caught off guard by Gwen knocking him off of the edge and right into the fan contraption. The Scorpion tried to scramble out, but he was no match. He was hacked to ribbons. Blood splattered up from the water. He had no chance.

Gwen walked over and looked down at Peter. He had a pulse, but barely. His breathing was quite labored and he was running an intense favor.

"Oh, Peter, you noble idiot," Gwen said with a sigh.

She looked down the tunnel and saw Kara, Kitty, and Laura walk towards them. The MRD had been taken out, and Gwen noticed that the Huntress was right with them.

"The MRD are taken out now, but there will be more on the way," Huntress said. "What happened?"

"He got stung by the Scorpion, he's in bad shape," Gwen said. She tried to keep a cool head, but the other girls were freaking out.

Kara gently picked up Peter and cradled him in her arms. She could see the barb still sticking in the back of his neck.

"He'll die if the poison isn't neutralized within twenty four hours," Kara urgently stated. "The venom was made from a rare plant…..it's not native of Earth."

"If it's not native of Earth then…..it might be difficult to formulate an antidote," Gwen commented.

"There's always hope," Huntress told her. "We do need to get out of here though. Our ride is up above."

Kara managed to carry Peter's dead weight out of the sewers. He looked rather sickly and he could barely talk.

"Conserve your energy, Pete, we'll get you help, I swear," Kara said. She knew who was behind this; it was just a matter of finding him.

Carol was waiting for them. Normally Kara would be glad to see her sister but not under these circumstances.

"Poisoned, rare plant…..it has no translation for its name in any Earth language, that's how rare it is," Kara stated with urgency. They made their way and set Peter down. He was about ready to have a seizure.

"Do we have something to stabilize him?" Gwen asked urgently.

Helena sat down. She considered something that she would never consider if the situation had not been dire. She had one last favor from the League of Assassins. It was because of them that she was brought back from the edge of death in the first place.

She would never consider it, if the situation had not been so dire. If Peter hadn't been this close to death's door. The problem was it was considered a taboo for an outsider to use the pits, so to ask for this favor, it would burn up all of her political capital she had with the daughter of the demon. She had been tasked with the mission of finishing off the Red Skull, who went against the code of honor that the League had.

It was also the problem that she honestly had no idea what the pits would do to someone of Peter's powers. Normal people had periods of insanity when they emerged. It was unprecedented for someone of Peter's powers.

"What's wrong?" a voice said and that caused Gwen to look up and smile. "Gwen, is that you?"

Gwen was surprised to see an old friend of hers from grade school that she lost touch from, but there was no mistaking her now. "Hello, Chloe, I didn't think that you of all people would have defected over to the dark side of SHIELD."

* * *

**To Be Continued On February 14** **th** **, 2015.**


	37. A House Divided Part Two

**Chapter Thirty-Seven: A House Divided Part Two.**

* * *

 

Gwen never thought that she would be reunited with an old childhood friend when she was here of all places. She would be much happier if she was in a better frame of mind and more important, she would be happier if Peter wasn't clinging towards death's door as much as he was.

She stepped over towards the young blonde that looked towards her with imploring violet eyes.

"Okay, the violet eyes are new," Gwen told Chloe after looking her over. She smiled and shrugged.

"It's an occupational hazard with dealing with SHIELD, sometimes you get a souvenir or too, no real scars though, just an exotic set of eyes," Chloe added. "But then again, my division of SHIELD, the division that I work in rather, is pretty much the off brand of the organization."

"How did you come to work with SHIELD?" Gwen asked. Her curiosity was getting the better of her. Chloe opened her mouth and Gwen shook her head. "And I'm pretty sure that you're going to tell me it's a long story."

Gwen looked over her shoulder, where Peter was getting medical attention.

"Curiosity killed the cat, but thankfully no cats died," Chloe offered. She smiled and went down better than me. "But, sometimes, my curiosity really got the better of me. I was nosing around in the SHIELD's database, trying to find my way around there. When suddenly….."

She held her hands up and snapped her fingers for dramatic effect.

"I had SHIELD agents on the left, and SHIELD agents on the right, and Nick Fury right in my face, making me an offer to join SHIELD or be thrown in prison for the rest of my life," Chloe said. She sighed. "Naturally, the offer was too good to pass up. Even if it was using my skills for evil, as opposed to good."

"Well, Chloe Sullivan, you've been seduced by the dark side," Gwen said in a dramatic voice. She tried to keep her head up and she was led away from Peter. There wasn't much that she could do other than worry or wait. "So, how were things going since….well since we last talked?"

"You know, my friend gets into trouble a lot, it seems like that we have to deal with a new meteor powered freak every week," Chloe commented. Gwen looked at her. "I'll tell you all about it later."

"I'm sure," Gwen said. She could hear the footsteps of the Black Widow approach behind her. The blonde woman tensed up and allowed her chest to raise and lower when she approached. She frowned when she turned around.

"No progress, Kara is working with us, and Peter is fighting it," Natasha informed her. Gwen frowned. "We might have to…..we'll were trying to make him as comfortable as possible. Super powered seizures are worse than regular seizures."

Gwen didn't really process a lot of this. Her mind was racing through a million doomsday scenarios for a moment. She wasn't really having all that much of a good day now. Her already bad day might be getting worse.

The fact that she wasn't sure if all of her friends at the Xavier Institute got out, that worried her. Kara, Kitty, and Laura all were present and accounted for. She was here, Peter was here.

"He's stabilized," another blonde said. She paused and spoke extremely calmly. It was a ghastly sight to see someone that powerful having been taken down like that. It was awful to the point where she couldn't really describe it without flinching. "He's stabilized, for all it's worth."

She could see Gwen's eyes lock onto her. "Bobbi Morse, I'm another Agent of SHIELD."

"It's a pleasure to meet you, Agent Morse," Gwen said. She was looking over her over, as if trying to feel her out.

She sensed no signs of deception, so she relaxed.

"So, does she pass the test?" Chloe asked.

"Yes," Gwen said.

They saw Helena who was thinking about something. Gwen could see that Helena's mind was deep into thought about something.

The young blonde got to her feet and went towards the woman. If she had information, Gwen really wanted to know that information now.

"Do you know of a way that we can help Peter?" Gwen asked.

Helena paused for a moment. There was a supreme note of hesitation that brimmed through her voice. "There are ways to help out Peter, and I sent the information to Karen to have her look things over."

"There's another way, isn't there?" Kara asked.

Helena paused and she was about ready to speak. "The Lazarus Pit."

That caused Gwen's eyebrows to rise, and Natasha and Bobbi both looked grim.

"It could bring him back to life," Natasha confirmed. Granted, the intel SHIELD had on the pits were sketchy. "Or it could mutate him into a horrific monster that we need to put down. The pits…they warp a person's sanity."

"There's another way," Chloe said. Gwen looked towards her. Bobbi's expression grew grim when she looked towards Chloe.

The SHIELD agent's lips curled into a frustrated expression and she shook her head. "No, Chloe, absolutely not, it's too dangerous…"

"It's even more dangerous for him not to be helped and I'm sure it's not worth the risk of chucking him in one of those Pits," Chloe argued. "And accessing those Pits in the first place…..I don't want to even think about the favor that must be owed to you."

"It's best not to think about it," Natasha agreed. She wondered if Helena was technically dead in the first place, before being brought back by the Pits. "But, Agent Indigo…"

"Trust me, I can do this," Chloe said. She looked over him. "All I'm going to do is take the burden of the venom, so his healing factor can kick in and purge it from his system."

"That is insane!" Gwen yelled.

"Do you want him to die?" Chloe asked.

"I don't want either of you to die," Gwen argued. It was so much conflict.

"The world needs a hero right now, it can do without me," Chloe answered. She frowned. "This is my burden to bare."

Chloe used these powers before. She was technically dead for thirty seven hours the first time she used it before she was revived. It wasn't exactly a power that she could master. Chloe raised her hands and hoped for the best.

She touched her hands to Peter, concentrated on him, and her entire world went black.

* * *

 

The chaos that reigned after the X-Men were attacked was something that the team of mutants was not going to forget any time soon. Despite the best efforts of their team leaders to get them out safely and stand together, they were more divided than ever.

A trio of Rogue, Iceman, and Nightcrawler had been separated from the rest of the group. Rogue and Iceman were left alone, with Nightcrawler having teleported off to scout things.

"Everything is going to be okay," Bobby said. He was trying to be positive.

Rogue didn't say anything. She didn't trust her tongue to work properly. She had Jean's psychic contact and then it broken. The only good thing was that the MRD didn't swoop down and take them all out. They seemed more obsessed with Spider-Man for some reason. Rogue didn't even know.

She thought in concentration. She tried to reach out and mentally touch Jean. Her mind was so far out of the way that Rogue thought that she would have collapsed down in frustration. Her sighs grew even more prominent.

' _Jean, if you're there, please pick up, please hear me,'_ Rogue thought frantically. She thought that she was going to lose her mind trying to reach out and touch Jean.

There was no answer and she was frustrated. Rogue had been chased by people belonging to the government before.

Ororo, Betsy, Hank, Jean, Logan, Kitty, Laura, they were all gone. Rogue didn't know what to do.

"Kurt should have been back by now," Bobby muttered. He was growing rather serious.

If one knew Iceman, it was a serious situation when he grew so serious. To be fair, he matured greatly ever since those earlier days of the X-Men, but he still had his moments where he was a jokester and the life of the party.

"If he isn't back within the next five minutes, we have to go," Rogue said.

She jumped up and saw that Nightcrawler teleported next to her. Rogue stood up straight and her breath escaped her. She thought that she just about aged ten years with Nightcrawler popping up from behind her like that.

"Don't do that," Rogue whispered. She took a deep and heaving breath. It took several moments for her to calm herself down.

"What is it, Kurt?" Bobby asked.

Kurt allowed himself a few minutes to regain his bearings. When he was properly calmed down, he spoke. "The MRD are everywhere, we're going to have to keep moving."

"What about the rest of the team?" Rogue asked.

"I do not know," Kurt admitted. His tone was extremely grim. He allowed himself to sigh. "But we must have faith that they will get out of this entire mess alive."

"Yeah, well my faith's a bit lacking now," Rogue said. She didn't mean to seem so sour or so stern, but that was just how her voice was coming out.

"No, no, you got to believe….." Kurt said.

What Kurt had to say next would have to wait. He gripped both Bobby and Rogue and flashed them out of the way.

The trio waited calmly in the tunnels. The MRD guards walked down the tunnel. Thankfully they were just out of sight and they breathed a sigh of relief.

"We need to get close to them, get some information from them," Iceman replied. He looked over his shoulders towards his teammates. Both of them looked extremely nervous.

"Are you sure that's a good idea?" Rogue asked. She wondered about something like that.

Jean's voice cut in through her thoughts. _'It's not a good idea, especially since Professor Xavier has been brought into the MRD facility for custody.'_

Rogue's lips curled into a frustrated whistle. _'Oh, yes, that would be a bit of a problem. And I suppose that they got Magneto too at the same time.'_

' _From what information we've grabbed onto, that seems like a likely possibility,'_ Jean agreed. She didn't want to really seem so grim. _'Logan is also missing. Kitty and Laura left with Spider-Man, Flamebird, and the Goblin Queen."_

They didn't really feel that Logan was that much of a cause for concern, at least now. It was likely that wherever he was, he was fighting for his life.

Jean's eyes closed. _'The Institute is going to be picked apart and destroyed. I manage to send the self-destruct codes to wipe the information before we left. So they shouldn't be able to use it.'_

' _Oh, you managed to do that?'_ Ororo asked. She was surprised and she frowned. _'We need to locate Charles and Logan…'_

' _So, are we close to you or not?'_ Rogue asked. She frowned deeply.

' _Yes, we're pretty close, we should meet up, and we need to get out of here, soon, to storm the MRD facilities,'_ Jean thought.

' _Are you sure that's a good idea?'_ Rogue asked.

' _A good idea isn't something we have the luxury of having right now,'_ Jean admitted.

* * *

 

Chloe's eyes snapped open when she woke up. She rested back in bed and every single inch of her body felt sore. She felt like she was on fire.

"That wasn't my best idea," Chloe groaned, when the last bits of pain left her body.

"The good news is that Spider-Man is stabilized," Natasha informed her. She walked over and placed her hand on Chloe's head.

"Oh, that's great, so he'll survive," Chloe said. The SHIELD agent was piecing together exactly what happened. She was pretty sure that she almost died again. "And what about me?"

"The poison has been purged from both of your systems," Natasha informed her. "You should feel extreme fortunate that you were there and not somewhere else."

"Feel fortunate, not really," Chloe admitted. "Are we almost there?"

Chloe had a pretty good idea where they were going. It was one of the few SHIELD bases that they knew for a fact that wouldn't be compromised. Given that the number of SHIELD agents that knew about it only went into the single digits and didn't pass the double digits.

There was a knock on the door. Natasha excused herself and the door swung open. The one and only Gwen Stacy entered the room. She sat down on the bed beside Chloe.

"You know, you should be with your boyfriend right now," Chloe said. She paused and smiled. "Or is it your husband by now? You know that he's about as good as such by now."

"Yes, I know," Gwen agreed. She placed her hand gently on the top of Chloe's hair and parted her head. "And Peter's fine to answer the question, thanks to you. But what you did….what you did? What you did was completely and utterly reckless!"

Chloe wilted underneath the power of Gwen's look.

"So, I've been told by a lot of people by now," Chloe replied. Gwen's eyebrow rose up slightly. "And so I've been telling myself all of this time."

"Well, as long as you know, being self-aware is really half of the battle," Gwen commented. She had a question that was burning on the tip of her tongue.

"If you're going to say it, Gwen, then go ahead and say it," Chloe said. Her eyes glinted when Gwen looked into her eyes. "Whatever you have to say, I'm a big girl, and I can take it."

"I know," Gwen muttered underneath her breath.

"What's the deal with the powers, is that what you're trying to ask?" Chloe asked.

Gwen smirked. "I was really getting around to asking that question, honestly. Sure that I was…..so what's the deal with the powers."

Chloe had to admit that she was a sucker for a good origin story. She kept herself extremely calm and tranquil.

"Well, it's….interesting," Chloe muttered underneath her breath. "The meteors infected everyone in that town. And I guess after a while, my powers settled in. I guess powers of any kind are some kind of weird and twisted metaphor for puberty, you know what I'm saying?"

"I've got a good idea," Gwen said. There was a lot about powers that Freud would have a field day with.

"So, I found out that I had these powers when one of my friend was poisoned and I touched her and I absorbed the burden for her, she could have died, but she didn't," Chloe said. She kept herself calm and whistled. "I should have died, but I didn't. That type of radiation is not healthy for anyone, that much was obvious."

"Is that where you got the glowing violet eyes?" Gwen asked her.

"Actually no….that was…"

Bobbi made her way into the room. As much as Gwen and Chloe were both annoyed that Bobbi interrupted their private moment, both of them understood the urgency of what she had to say.

"We have a change of plans, we can't go back to base," Bobbi said. "Milton Fine must have found out about the base. He's been telling the MRD about all of the SHIELD bases and they've been seizing them."

"Can they do that?" Chloe asked.

Bobbi shook her head in response. "Things are so insane, that I'm not sure if there's anything that they won't do, now. We've got an alternate location."

Helena Wayne walked into the other room. She figured that there was no point in keeping up the masquerade, because pretty much everyone knew who she was underneath that mask, so the point of hiding herself was completely lost.

Her father would have been rolling over in his grave because of how she compromised her identity though.

"So?" Gwen asked her. She didn't know what to expect from her.

Gwen didn't really know what was going to happen next. She was far from the only one to have this sense of uncertainty. The plane rolled into a garage.

Chloe looked at things curiously, and Peter was roused. He looked a bit staggered.

"So, is this it, our base of operations?" Peter asked. He didn't know what to make of this, but it wasn't the most ideal place for someone to really make their last stand.

"How are you feeling?" Chloe asked him.

"I feel like I nearly died and came back to life," Peter said. He wobbled and Kara managed to hold him up. Gwen was over to assist her in doing so. Peter could hear a delicate ringing sound in the back of his head and he doubted very much that it would be improved.

Kara walked out of the tower and saw the older version of herself, she smiled at her when she passed her. Things got a little bit better with them.

"You should rest in the bedroom, you're still recovering," Helena said. "This is the clocktower of Oracle."

"Ooooh!" Chloe exclaimed in an excited voice. "Are we finally going to figure out who the mysterious Oracle is?"

Helena gave Chloe one of those looks. It was a look that Chloe knew better than to stay silent with. She was still dazed herself, but she was mostly able to function.

They made their way up into the Elevator. They had to plan their next move, but they weren't sure what that next move was. They would find out sooner than later.

Gwen's expression turned and she chuckled in amusement when she saw the woman that was nearest to her. Her grin got even wider before she spoke. The red haired woman greeted him.

"Wait, she's Oracle?" Chloe asked, and Gwen continued to chuckle.

Chloe should have known and Gwen was about to say as much.

"Well, well, well, Barbara Gordon, I should have known."

* * *

 

Peter was down in the bedroom and he was drifting in and out. After his latest nap, an hour had passed and he was about ready to head towards the Clocktower to see what the hell was going on.

"Everyone is staying put until the morning, we'll know one way or another what's happening."

Chloe was sitting at the foot of his bed. Peter looked at her with a raised eyebrow and a quizzical look in his eyes.

"I was drafted to be your babysitter while Gwen got something to eat," Chloe said. She stretched her arms out. "Chloe Sullivan, Agent of SHIELD….long and interesting story that I got into SHIELD."

"Does that have something to do with the violet eyes that you have?" Peter asked. He could see Chloe's lips curl into a frown.

"I'm more than a pair of eyes," Chloe commented sullenly. She shifted her position and frowned. "You know, you went through at terrible ordeal today."

"Yes, I about figured that out," Peter replied. He allowed himself to groan when he stretched his arms. He felt a few aches and pains, but he felt better. "I thought that I was going to die."

"Well at least you didn't go through towards the tunnel of mystical light," Chloe offered him in a joking manner. Peter raised his eyebrow when he looked at her. She looked at him and seemed apologetic. "Sorry, I'm trying my best to lighten the mood it's just that….well things have been rough here."

"Not every day that SHIELD gets compromised and the entire world goes nuts," Peter offered her. Chloe shook her head in negative.

"Yes, but SHIELD has always had some unsavory figures working with it, I'm not really surprised that it has come for this," Chloe said. "I mean, the only reason that I got a job was that I hacked into a high tech government facility. Could you believe how messed up that is?"

"You'd be surprised with what I'd believe," Peter commented lightly. Chloe smiled when she leaned in closer towards him.

She knew that she shouldn't, she really shouldn't.

"A lot of girls, you must have a busy life," Chloe muttered. "I wonder how you find to sleep or eat."

Peter shrugged his shoulders and grinned at her. "You'd figure that it isn't too easy, but I manage it quite nicely."

"Yes, I'm pretty sure that you would manage things quite nicely."

His pheromones output was higher than ever. This was what Natasha warned her about. This was the reason why they were all in shifts.

"You seem interested," Peter said.

Chloe's expression turned towards him. She tried to play all coy and innocent, but needless to say, she was failing at it.

"What gave it away?" she asked him. She frowned and Peter laughed.

"I recognize that look in the eyes of all my girls," Peter told here. "It's been a very stressful day and I want to return the favor."

"You know, that's the polite thing to do."

Gwen entered the room and clicked the door shut behind her. She entered inside and walked towards Chloe, sauntering her hips backwards.

"And let's face it, you're curious to see if the rumors are true," Gwen said. She swayed her hips when she inched closer towards Chloe.

Chloe opened her mouth to protest. Gwen reached forward and touched her finger on the edge of Gwen's mouth. She was silenced suddenly.

Peter was offered a visualize show, with Gwen overwhelming Chloe with a sweeping kiss. She placed her hands down on the back of her neck and pushed her down.

Chloe closed her eyes and felt Gwen's tongue inch deeper into her mouth. She never felt so alive when she experienced this amazing thrill.

She couldn't back off if she wanted to. And believe her, Chloe didn't want to. Gwen spun her around and she was pushed into the capable arms of Peter. Her entire world went wild with absolute lust.

It was a very stressful day and all deserved a chance to unwind.

Chloe was backed up against the wall. She didn't think that she had that much of a chance against Peter, even without his pheromones. And given that his pheromones were at a heightened level, she stood even less of a chance.

"You brought me back from the edge," Peter informed her. He kissed her on the side of her neck and slowly removed her pants. "Time for me to thank you."

Chloe didn't respond other than his fingers going into her. She moaned when he probed inside her.

"It's bene too long that I've had something that amazing inside me," Chloe whimpered. Peter continued to play with her.

"Toys don't compare," Peter told her firmly. She nodded and rubbed her womanhood. Her dripping twat was hungry for him.

Gwen watched the scene with amusement. Things were about ready to get pretty hot. "Why don't you take your large cock and violate her, Peter?"

Chloe protested this intrusion for a moment, but Peter kissed her. He nibbled down on her lips and her nipples grew hard against her shirt.

She felt her bare chest exposed to the air next. Her clothing was stripped off piece to piece. Gwen teased her nipple with her tongue.

"You have to suck her nipples, Peter, it drives her wild," Gwen encouraged him. She stroked Peter's cock with one hand and stroked Chloe's clit with the other hand.

Chloe was going to be driven nuts from this extreme stimulation. Peter's mouth wrapped around her nipple and he sucked. Oh boy did he ever suck. Chloe bucked her hips forward when she fucked Gwen's hand.

Gwen felt Chloe squirt her juices on her hand. She rode out her orgasm with her fingers. Slowly, but surely, Gwen retracted her fingers from Chloe's dripping snatch. She inserted her fingers into her mouth and licked around them. She suckled on them and moaned when she brought her fingers deep into her mouth.

"I need a cock," Chloe begged him. "Please, I'm burning up, I've got to have your big cock."

Chloe's pussy felt extremely warm. She absorbed a huge dose of Peter's pheromones when she healed him and it was a wonder that she held it together this long.

"I wouldn't be a very good Agent of SHIELD, if I wasn't able to test your stamina," Chloe begged him. She threw towards her chest, which Peter molested in her hands. "Please, put that big boy in me and fuck the daylights out of me."

"The lady knows what she wants," Gwen commented. She reached around and managed to find her gap between the wall and Chloe's ass. She slowly started to finger Chloe's ass.

Chloe was the victim of double penetration. Peter's large meat stick spread her thighs apart and entered her. Chloe thrust her chest out.

"Such a good little SHIELD slut," Gwen breathed. "We need to thank you, return the favor."

Chloe clenched herself hard around Peter's tool and he slammed himself into her constantly. "Yes, harder, harder, just like that, just like that!"

Her nails sank into his shoulder. He pounded into her heated cunt. Her pussy inhaled him in.

"I'm going to cum soon," Peter warned her.

"Go ahead, I can take it, cum in my pussy, please," Chloe begged him. She knew that he gave off more pheromones when he was aroused and she wanted to experience pure sexual bliss beyond all imagining.

She felt her walls stretch out. Gwen's tongue was now licking Peter's cock and tickling her pussy when it came inside her. Chloe realized this steamy threesome might get even more hot if it was going to attract all kinds of attention.

Her hot walls caressed him. "It feels really sinful, to be fucked by some guy that I've just met."

"Well, trust me, you're not regretting it," Gwen said. She leaned back to allow Peter's cock to plow.

Chloe came extremely hard when Peter slammed into her juice box. Her hips twitched when he entered her hard from above. Her tightness caressed him.

Peter's balls finally erupted and sent a load of cum into Chloe. Chloe screamed when Peter splashed into her.

She grabbed onto his arm and he guided her down to the ground. Chloe felt in a daze when she came down from an amazing orgasm.

Her bliss was not done yet. Gwen situated herself between Chloe's legs and started to slurp the combined force of the juices.

"Oh, you dirty bitch, you know what I like," Chloe begged her. She held her hands on the back of Gwen's head.

Between Gwen's seductive slurping and Chloe's loud moans, Peter's cock was becoming extremely erect indeed. It stood up in the air like an iron pole. He closed his eyes when he hovered over Chloe.

Gwen's dripping and inviting hole beckoned him. She wanted him to play and Peter knew better not to give his Alpha what she wanted. He plunged himself into her.

"God, that seems so hot," Chloe said. She felt Gwen's hands caress her thighs and dig into her. Gwen sucked in her juices like a starving woman and that drove Chloe absolutely nuts.

Speaking of being driven absolutely nuts, Gwen was being driven absolutely nuts by Peter ramming into her.

"Always so tight," Peter grunted. He slapped Gwen's ass and hammered into her hot cunt from behind. "God bless healing factors."

"Yes, I agree," Chloe groaned. She wanted to return the favor to Gwen later.

The opportunity could have arose itself. Peter worked himself to a peak and slammed himself into Gwen's body.

The contents of Peter's balls shot into Gwen's overstuffed pussy and injected his hot seed into her. He shot load after load into her dripping hot cunt. He held onto her waist when he entered her from behind. His repeated slams into her dripping pussy worked him over the edge. He closed his eyes when he hung onto her waist.

Peter pulled away from Gwen. No sooner did he left, he saw Chloe and Gwen in a sexually charged sixty nine position with each other.

Their hot tongues lavished each other and teased each other. Peter could feel himself growing harder.

Chloe looked up at Gwen's cunt with a smile on her face. Her face was dripping with Gwen's juices.

"So, are you going to join us, Peter?" she asked him. She licked her lips, both cleaning it of Gwen's cum and also at Peter's cock.

Peter decided that he would take Chloe's ass from behind. She felt him enter her hard from behind.

Chloe was nervous, but she felt a thrill that she never thought that she had. Peter was ready for another round.

Gwen licked her pussy as Chloe licked hers. Peter drilled into Chloe's ass. It would only be a matter of time before all of them had their mutual orgasms.

Peter held his hands around Chloe's chest and sunk himself into her. Her tight ass felt so good around him. He plowed her from behind. The fact Gwen's tongue worked her other hole worked him up so much. Chloe's face being down in Gwen's pussy added to the fun.

He rested his hand on her ass every time he spanked it and that just caused Chloe's muffled moans to increase.

He grunted and his third load of the night was in Chloe's ass. He didn't know how long it was, but her ass was raw red.

These two naughty blondes had more planned for Peter.

"Oh, that's messy, let me clean you up," Gwen whispered. Her eyes burned with lost. Gwen took his cock and Chloe did the same with his balls.

The fun went on for round after round, their stamina pushing them to every single limit and beyond. Peter never thought that he'd be drained completely, but he came close.

Chloe, Peter, and Gwen all basked in the afterglow of their amazing threesome. Peter had a blonde pinned to either side of him. Both of them snuggled softly into his chest on either side and they relaxed.

"So, I'm going to say that you're fit and ready to go," Chloe commented. She gave Peter a saucy little grin in response.

"If you say so," Peter said.

"As a certified Agent of SHIELD, I'm going to have to say that you're fit and ready to go," Chloe responded. She looked into his eyes and grinned at him.

There was a frantic knock on the door. Peter managed to find some clothes to put on and go to answer the door.

The door opened and Kitty was outside of the door. She was looking rather pale.

"I woke up, and Laura wasn't there," Kitty told him. "I searched all over the base, and she was gone."

Peter could have sworn about this, regarding what happened. He turned to Kitty and looked her right in her eyes.

"Are you sure about this?" Kitty asked.

"She's right."

Helena turned up to join them. She looked to be rather serious about this. Karen and Kara followed behind her.

"She must have gone after her mother, after HYDRA," Peter said. He fumbled through his back and suited up as Spider-Man. "I promised her that…..I promised her that we would go for her and…."

"There's something else that you should know," Kara muttered.

"What?" Peter asked. He didn't mean to be so short with Kara, but he didn't know what he had to know that was so important.

"I talked to Oracle, I thought that she was the one that gave us the heads up, but she wasn't," Kara said.

"Then who did it?" Gwen asked. There was another mystery added to the insanity that was already occurring and another mysterious on top of all of the other mysteries.

That just proved that there was someone who was able to give them messages that would help guide them. Who was it? Their safety should be feared for.

Peter was about suited up and ready to go back out there. He was after Laura, but there were more answers that were needed.

* * *

 

The Dark Spider made her way down into the sewers and followed the path. An expert tracker, she was able to deduce pretty much what happened.

"Remember, you need to find Spider-Man, for he is the key to a new age and a new evolution," a voice stated in the back of her head.

"Yes," the Dark Spider whispered. Her handler was close by. There were times where she felt human, less feral, and less prone to obeying her programming. It was a long and winding road to get where she was.

She saw the blood that was down on the ground. The grisly remains of the Scorpion and she closed her eyes.

She sensed the images of what was going on now thanks and what was to come.

"Gotham City," she whispered. The Dark Spider climbed out of the sewer system and made her way to the city streets above.

She ran head long into the MRD. They pointed their weapons at her.

"Freeze, mutant!" one of them yelled.

She didn't even bother to spare them a few words. Instead, she impaled one of them with a stinger and caused him to drop to the ground, instantly dead. The others, she merely snapped their necks. No wasted motion, she just did it.

The Dark Spider ignored the blood that dropped from the ground. Her frown deepened when she walked forward.

She could see another set of eyes watch her from above.

"X-23," the Dark Spider said. She motioned for the girl to come out into the light.

"So, you're HYDRA's greatest asset," Laura said. She stepped towards the Dark Spider.

"Yes," the Dark Spider repeated. She was not one for words. "You wish to find your mother, don't you? You wish to find Doctor Sarah Kinney?"

Laura nodded in response. She regarded this woman with distrust. She felt like she stuck her hand in a pit of poisonous snakes.

"You have her right where you want her," the sinister figure whispered into her ear from far. "You bring her, she'll be perfect bait for a trap. Spider-Man and Flamebird will be soon to follow and they will be assets to HYDRA."

"Come with me, if you wish for Doctor Kinney to live," the Dark Spider commented.

Laura bared her claws at her. "Do you think I'm that stupid?"

"No, I think you're very intelligent, more so than your brutish predecessor," the Dark Spider said in her stoic voice. "You hurt me, Sarah Kinney dies and so do all of your friends. HYDRA plans to destroy any who stand in its way."

"Are you just going to let them?" Laura asked.

"It's out of my hands, just like it's out of Peter's," the Dark Spider commented. "If you love him, you'll come with me."

"Who are you to Peter?" Laura demanded. She was getting rather agitated.

"I am what he shouldn't be," the Dark Spider said and she led Laura to one of the MRD vehicles that had been abandoned. "I will take you there."

Laura realized that she had no choice. She didn't want any harm to come to anyone again.

It was obvious that Peter would hopefully figure out the trail that he was leaving him and the rest of the group would be brought to HYDRA.

* * *

 

**To Be Continued on February 21** **st** **, 2015.**


	38. Sins of the Mother

**Chapter Thirty-Eight: Sins of the Mother:**

* * *

 

The MRD seemed to be riding high at the moment. They didn't capture as many mutants as they would have liked, but soon when they had the Sentinels online and had their beck and call, there would be nowhere on Earth for mutants to run. Milton Fine assisted with building the program and the Sentinels would be able to put mutants in their proper place.

The mutant known as Wolverine was dragged across the ground roughly. The mutant growled when he tried to hold his head up. He was slapped with cuffs and a collar, such inhibiting his movement.

Logan growled when he tried to free himself. His healing factor was shut off by this collar and his hands were coughed behind the back of his head. One of them lifted up a stun gun and jabbed it into the back of his ribs.

"Oh, you think that you're bad, huh, mutie?" one of them taunted him. He kept jabbing the stun gun over and over again into Logan's ribs.

"Just wait and find out how bad I am!" Logan growled. He was hurled in one of the cells and crashed down onto the ground.

He could see many people from his vantage points. Logan wondered if many of them were mutants. He doubted very much that the suits that were behind the MRD gave much a damn, if they put the right kinds of people into those cells. Those were the type of people who would not be able to distinguish between mutants and non-mutants. It was for sure that they weren't able to distinguish between mutants that used their power to torment and those mutants who used their power to help people.

Logan felt the burns of where the stun gun zapped his body. There was a knock on his door and it swung open.

He looked up and someone kicked him hard in the ribs. Even with the healing factor, that would hurt. Without the healing factor, that still hurt.

"It hurts to be on the receiving end of pain. Remember what happened, Logan? How you got to go home without a scratch, while I experienced the worst pain in my entire life?"

The man stepped over towards him. Logan looked at him through blurred eyes and he managed to force out one strangled word.

"You!" Logan growled.

"Yes, it's me," Slade stated dryly. He reached down and grabbed Logan by the throat. "How does this feel, Logan? There must be a small part in you that may hurt, but you're used to playing in pain with that healing factor. But with me, the pain never quite did go completely away, you know."

"We…we did everything that we could for you, Slade," Logan replied. He tried to free himself, but he just couldn't. "A lot of these people that you're killing, is this…"

"Oh, they're good people, but it doesn't matter in the end," Slade said. He looked at Logan with utter contempt. "Xavier and Magneto, and you, I would have to say that this is a pretty good day. And I made Captain America look unbalanced whilst the world was watching."

"What's your problem with him?" Logan asked.

"No problem, but he can be a bit too milktoast for my liking," Slade said. He bent down and grabbed Logan around the throat. "This is it, isn't it? This is what we like to call a perfect day? Where I take you down, and make you look like a fool. I can't wait for it, Logan, can you?"

"You're not making any sense, Slade," Logan said. It hit him suddenly. "You took the OZ!"

"I'm stronger than ever before and it's a shame that I didn't get to take down Spider-Man myself," Slade said. "But the Scorpion was a valuable soldier in this war, just like Kelly was a valuable pawn."

Logan saw the glint of madness in Slade's one eye. Slade pulled out a knife and stabbed it into Logan's arms. With his healing factor negated, he experienced pain.

"How does it feel, Logan, to have your entire body racked with absolute pain?" Slade asked him mockingly. "Knowing that there's absolutely nothing that you can do, other than just lie there and take it?"

Slade stepped back from the cell to bask in his triumph.

"The world has filled with chaos, but I'm going to bring order to the madness," Slade said.

There were a set of footsteps behind Slade. One of the guards watched him.

"Some of those X-Men have been brought in, sir," the guard murmured in a low tone.

Slade's gaze was extremely wicked. He looked excited and why wouldn't he be?

"Excellent, Logan can pick the one that he wants to watch die first," Slade said. "A pity it wasn't Summers, but I suppose it was too late for that, now isn't it? I'm sure you got enjoyment from watching him die. A nice young man, an adequate enough soldier, but he wasn't good enough to not get killed."

Slade laughed in amusement. Logan tried to escape his predicament but he was completely and utterly stuck. "You're a complete and utter deluded psychopath."

"It must be difficult to function without any mirrors in your house," Slade fired back. "Let's see what we have to work with. But choose wisely because they will be benefit of a quick death, while the others will be killed slowly and painfully."

* * *

 

Gwen, Kara, Barbara, Chloe, Kitty, and Karen all were sitting around with each other. There was a sense of nervousness that was going on. Peter already suited up and went along with Bobbi and Natasha to see if he could find out where Laura went off to. They were walking into HYDRA central.

"I can't believe that this happened, but we should have seen the warning signs coming from a mile away, "Chloe said. She shook her head. "SHIELD has….well might have had its security holes from the beginning."

"I could have told you that," Gwen replied with a shrug. "And Fury is missing in all of this. I don't know if he's missing, dead, or just playing some kind of game far deeper than any of us mere mortals could fathom."

"Knowing Fury, if he was dead and HYDRA killed him, they would make that fact loud and clear," Chloe answered.

Barbara was in front of the computer, half paying attention to the conversation, and half looking at the MRD database. "You have about three access points that you can get into. Two of them could run you into a small amount of trouble. The third can run you into big trouble."

"Is the Master mold super computer anywhere?" Karen asked. She was nervous about all of this. Kara reached towards her older "sister" and the gently placed her hand on her shoulder. She wanted to try and reassure Karen that everything was going to be fine.

"We're looking for that actually," Barbara informed her. "But they either don't have it anywhere close to there or it's not popping up on any system."

"Slade is the type that won't keep all of his eggs in one basket," Chloe muttered to herself. Gwen looked at her. "I'm not sure how willingly he's working for HYDRA. But given that his sanity is questionable, there's a chance that he might have some strange justification in working with them."

"For the people who experimented on him?" Gwen asked. Peter told Gwen about the experiments and it got her thinking.

What would happen to her? Neither of her parents had been experimented on, were they? Gwen didn't know. That was not the type of question that she would ask to her father at the dinner table and as for her mother, well she was long dead ever since Gwen was too young to remember. Anything that might have happened to her was taken to the grave and left there.

Kara got halfway up and she hated to be waiting around here in the Clocktower. She wanted to be out there on the field.

"Brainiac is still out there," Kara said. "If he's still out there, we should be…..out there."

Kara's voice trailed off. She had been so distracted by everything and the chaos that she neglected one little detail. It had smacked her with all of the subtle force of a blunt object to the face.

Brainiac had Kandor.

Her mother was in Kandor.

Therefore, Kara came to the conclusion that Brainiac had her mother. Could it be all that possible that Brainiac could have her mother, using her for some disturbing and depraved purpose? Kara closed her fist.

"I have to find her," Kara said. She closed her eyes. She handed Barbara her phone. "Do you think that you can trace this signal?"

Barbara looked at the phone and was taken aback. "I think that I can….I mean, the day that I can't trace any signal, I think that I'll just hang up my keyboard."

"Don't say words like that, you might find out that you'll be eating them later," Chloe warned her, giving Barbara a grin.

"We'll see, we'll see," Barbara muttered to herself. She prepared to work her magic and hack into the phone to see if she could trace the signal. "At least, I didn't get caught hacking into SHIELD."

"Ouch," Kitty murmured underneath her breath. "Shots fired."

Things became silent and there were a tense few seconds where Barbara hummed under her breath and hacked into the system.

Triumph filled the girl's eyes. She almost pumped her fist into the air in excitement.

Kara saw the address and bolted. Karen saw her younger sister leave and wanted to headdesk at the sight of it.

She was impulsive and reckless, kind of like Karen was at that age. There was no question about that one though.

* * *

 

Helena made her way into the designated access point of the MRD base. She didn't know how her father did something like this. He wouldn't have made this much racket to give away his entrance position.

How did he do it? How was he so stealthy?

The questions she would have asked him if he was still alive. And likely they were questions that would have earned her some kind of pointed glare of death.

Helena slipped her way down the vent and into one of the control rooms. She was at a certain point.

"I don't suppose the releasing all of the mutants at once would give me a distraction that I need to get to Slade," Helena remarked in a low voice over the communication system.

"Potentially, but we shouldn't assume that everyone in there is just a prisoner for being a mutant," Barbara said. "There are a lot of mutants who do use their powers for bad."

"Hence why we're in this mess in the first place," Helena said. She got into the system, with Barbara's help.

The security slowly, but surely shut down. That allowed a smile to tug at Helena's lips when she stepped on forward.

She was only a few seconds away from getting inside.

The guards walked down the hallway and made Helena's life just a little bit more difficult. She hitched in a breath to her chest and closed her eyes. She waited for these guards to pass her. Seconds became moments when she clung up against the wall.

She decided not to take down the guards on the ground. The woman took another half of a step forward and could see him right in her crosshairs.

It was Slade. Helena was so close to him that she could touch him. She frowned and stopped herself from impulsively leaping forward and taking him down. It was going to be hard for her to keep herself at bay, but she just about managed to, barely, but she managed to.

"He's got hostages," Helena murmured. She got a closer look at what Slade was bringing in.

She realized that he had what appeared to be the Brotherhood being brought in.

"Can't say that I feel too sorry about that particular group," Helena said. She slipped off and saw the cell in front of her.

There was Logan, looking about as happy and optimistic as ever. Helena's lips curled into a smile when she looked down at the rough and tumble mutant. He looked like he seen better days.

There was another prisoner who looked at Slade like she wanted to set him on fire with her mind. She had platinum blonde hair, and it was obvious that she had a good fit body even underneath her tattered prison garments.

Helena saw who it was immediately. Her mouth hung open agape when she realized that this was Slade's daughter.

The woman's eyes narrowed when she saw another group brought in. Jean Grey, Ororo Munroe, Betsy Braddock, and Hank McCoy, or the X-Men were all brought in. They were roughly handled by the MRD. The women in particular looked like they wanted to maul the MRD guards if they had the chance and Helena couldn't say that she blamed them at this point.

Time grinded by extremely slowly when Helena went to make her move.

"Well, Logan, I'm going to offer you a simple courtesy," Slade stated. He pulled out a large sword. "You get to choose which one of these X-Men die first. They all will in due time, but I figured that I'd make this experience a bit more interesting."

"Go to hell!" Logan growled.

"Yes, I figured that would be your response, I couldn't expect anything else from such a crass savage, other than…"

Slade's words were cut off when a canister broke open and smoke filled the room. There was a figure in the smoke that rushed on in and attacked everyone with a furious assault. Punches and kicks rocked everyone.

"Get your asses in gear and get her!" Slade bellowed at the top of his lungs.

Helena grabbed the remote for the collars and freed the X-Men.

Jean did not take too kindly to the imprisonment and she flung two of the MRD guards against the ground. It wasn't with a force that could kill them, but their lives from about this point on would suck a little bit more.

Helena jumped into the air and knocked Slade to the ground. Slade caught her ankle and flung her to the ground.

"Just like your father, always jumping in to be the do gooder for a world that was doomed," Slade said. He tried to stab Helena in the throat, she blocked it. "Only he kept his doomed crusade to one single city, while you seemed to have branched out, my dear."

Helena and Slade engaged each other in battle. Chaos was occurring in the MRD base and the two exchanged punches and kicks.

"You were the one who killed my father," Helena said.

"Yes, and I enjoyed taking down the great Batman ,and I wore the scars from that battle with pride," Slade replied. "It's only a shame that I didn't do it when he was at his prime, whether when he was only a shell of his former self. When he had been worn out fighting a futile war that he had no chance of winning."

Helena hurled Slade right through the glass windows and both of them tumbled to the ground beneath out of sight.

To those who were close enough, they could hear the sickening sound of someone's neck snapping and then there was silence when both disappeared into the rivers outside of the prison.

"My word," Hank muttered. He shook his head to clear the cobwebs. The furry blue mutant turned to the rest of his team. "We better free the rest of them."

* * *

 

Laura Kinney sniffed around when she made her way back to an extremely familiar base. The Dark Spider led her inside, walking straight, having now wasted movement.

"HYDRA is just using you as much as they were using me," Laura warned her. The Dark Spider ignored her words and kept standing up straight, leading her inside. It was obvious from where Laura was standing that the Dark Spider did not comprehend a single word that was coming out of her mouth.

"Your mother is up these stairs and down the hallway to your right," The Dark Spider said. "And I would keep your eyes and ears firmly open if I were you."

"Don't worry, I will."

Laura said these words in the most calm and assured manner that she could drum up. That was what she thought anyway. On the outside, she was confident. On the inside, she was a mental hurricane of emotions.

A very familiar hand grabbed Laura by around the side of the throat and yanked her on inside. She was slammed against the table hard. She groaned when the back of her head hit.

Laura looked up and saw Kimura standing over her. There were scars all over her body that weren't there last time Laura had the displeasure of seeing her.

"I might have fallen out of favor with HYDRA, but it doesn't matter," Kimura said in a low and dangerous voice, looking absolutely feral. She choked her out and Laura struggled. "I'm going to take you down with me. You're going to wish that you never come back."

Laura couldn't get in position to stab her in the stomach.

The Dark Spider slowly walked inside. She picked up a nice little vial that was on the shelf. She released it into the air, right in the general area of Kimura.

Laura overpowered Kimura in a feral rage. The woman's claws swiped out and stabbed Kimura in the stomach. Her former handler was down on the ground and Laura was brutalizing her.

"Laura, that's enough!" Sarah yelled from the cell. "You're not a monster, honey, you're a person, you're not a slave to that."

Laura seemed behind all reason. The voice of her mother caused her to pause for a second, but she didn't stop from picking up Kimura and forcing her head through the cinderblocks.

The woman fell back and Laura released her, breathing heavily. Her hands were raw red from the impact.

Her eyes dilated and Laura stepped over towards Sarah who was in the cell. Laura slowly edged her way over and her legs shook nervously the more that she tried to get her way back over.

"I need to get you out of here, and away from me, away from them," Laura said firmly.

"She released it," Sarah informed her daughter. "The Dark Spider, she released it…..and….she's gone."

Laura wondered what the game of this mysterious woman was. She had been sick and tired of going around in circles and not getting anywhere. The feral female mutant wanted to know answers and wanted them right now.

* * *

Alura looked to be dazed. She really hoped that her daughter got her message. The woman hoped that Brainiac did not figure out the work around that she used. All that matter was Kara was safe and as long as Alura complied, she would be completely safe.

"Is it finished?"

Alura turned around and face the monster that she created. The blonde's chest rose and lowered when she breathed in and out. Her gaze looked towards those soulless eyes.

"See it for yourself," Alura said. She couldn't delay it any longer.

The sleek and silver android was released. It was able to replicate the powers of anyone or anything and cause a nearly invincible opponent. It was obvious why Brainiac wanted a shell like this.

"It is up to specifications, but you would do nothing else other than the very best work, wouldn't you?" Brainiac asked. He turned Alura around. "Yes, my creation is proof that you are not hopeless and this exceeded those past expectations."

Alura thought Brainiac's definition of hopeless was far off from her definition of hopeless. Regardless of this fact, the woman stood strong and proud, no matter what the cause, she would not cave in. She would be bold and brave no matter what.

"Yes, this is perfect," Brainiac continued. He turned towards her and Alura waited for the words that she knew that was coming. "And now, your usefulness has run out and you will be terminated."

"I couldn't agree more."

A high tech EMP charge caught Brainiac right in the back of his head. He landed down onto the ground and his entire system shut down. Alura looked up and saw the one and only Dell Rusk step inside, looking down at Brainiac with contempt.

"Did you really think of me to be so ignorant that I would not know everything that occurred him my own base?" Dell Rusk asked. His accent became even more prominent. "You used this….useful young woman as a pawn and did well. She will be a good servant for HYDRA, once we take over the world."

"You have no idea what you're doing," Brainiac managed. He struggled to reboot his systems, but he failed to do so. Rusk smiled when he looked down at his handywork.

"Impressive, it appears that you're trying to shake off the effects of the high tech weapon that Doctor Essex and myself developed," Rusk said. He released another charge and caught Brainiac off guard. "But, for someone who sees himself above organics, you have acquired a bit of a blind spot. And that blind spot is that you cannot distinguish when you are being played for a fool. And that is what you are, a fool."

Rusk moved over towards the android and smiled. It was perfect, it was what he needed.

"And now, I will be able to rule over the world in a form that is more fitting for someone of my caliber," Dell Rusk replied. When he transferred his brain into Doctor Ivo's greatest creation, he would be invincible. No one would stop him. The AMAZO would allow him to rule the world and beyond into the stars.

"Yes, more fitting of someone of your caliber and also more fitting of your ego."

Dell Rusk turned around and saw the one and only Spider-Man standing before him, along with Mockingbird and Black Widow. Rusk raised his hands and slowly clapped at Spider-Man.

"Bravo, Spider-Man, bravo, you got past all of the guards on your way down here," Rusk replied.

"Time to remove your mask and show the people who you really are," Spider-Man said.

The guards next to Rusk looked curious about this. Rusk seemed to be undisturbed by anything that came out of Spider-Man's mouth. In fact, he waved his hands oh so calmly and casually. "You first, Spider-Man.

"Too much talking!" Mockingbird yelled. She swung one of the batons she carried and smashed into the face of one of the guards.

Black Widow took out another guard. And it was Dell Rusk against Spider-Man.

Dell Rusk grabbed Spider-Man's arm and blocked him. The man threw Spider-Man down onto the ground.

"I went toe to toe with Captain America in his glory day, and you're not anywhere near his league," Rusk taunted him.

"No, I'm not," Spider-Man admitted. He reached up and grabbed onto Rusk's head and ripped his face off. "But you aren't either….Red Skull!"

Some of the HYDRA agents stopped and looked like they saw a ghost. It was obvious that not many of them had been made aware of the fact that the Red Skull lived. They all backed up, he was just as much of a Boogeyman to HYDRA as he was the rest of the world.

"Your lies are over and the world will see you for what you truly are!" Spider-Man yelled.

"Perhaps, but the world will also see how their leaders lied to them above everything else and allowed one of the world's most notorious criminals into a position of power," Red Skull declared. He looked completely mad. "The United States government will never be trusted by anyone again for that mistake, the economy will collapse both in this country and then the entire world. And then HYDRA will be there to pick up the pieces. It will be a New World Order and I will be at the head of it"

"Not if I take you down," Spider-Man said. Bobbi and Natasha fought with the HYDRA goons, which allowed Spider-Man to take care of the big fish.

"Please, you don't have a killer bone within your body, you are as weak as your parents were before you," the Red Skull said. His voice was almost taunting Peter. "But there is one member of your family that does have that killer instinct…..Dark Spider, to me."

The Dark Spider stepped forward and went mask to mask with her brother for the first time.

"As our good friend Doctor Essex says, there can only be one and only the fittest can survive," Red Skull said. "And Fury knew about all of this, and he chose to keep it from you."

The Dark Spider and Spider-Man surrounded each other.

"You don't have to do this," Spider-Man told her. "You're just a weapon to them, a tool, he'll just kill you after he's done playing his sick game."

"Maybe, maybe not, so you better do so first to spare me the indignity," she replied. She punched him hard and sent him crashing into the wall. "You either kill me first, or I'll kill you and all of your little girlfriends will follow you. Then who will save the world?"

"What…you can't….." Spider-Man said. "I can't believe that…"

"The only world I've lived in is one where only the fittest have survived," Dark Spider told him coldly. "It's time for you to learn that lesson."

As that fight was going on, the Red Skull prepared to move to secure the android.

Someone crashed through the skylight of the ceiling and sent glass shattering everywhere. The one and only Captain America dropped in front of the Red Skull, ready to engage an age old enemy into one final battle.

* * *

**To Be Continued On February 28** **th** **, 2014.**


	39. The World Under Siege Part One

**Chapter Thirty-Nine: The World Under Siege Part One.**

* * *

The Red Skull watched as Captain America jumped from the skylight and landed down onto the ground. The two HYDRA goons nearest to the Red Skull were taken down just like they weren't anything.

"So, the symbol of America's failure stands before me," The Red Skull said. Captain America rushed forward and tried to nail the Red Skull with the shield. The Skull narrowly avoided that attack. "Let's face facts, Captain, you're already defeated."

Captain America knocked the Red Skull backwards and started to punch away at him. The Red Skull reached into his overcoat and tried to stab Captain America with a dagger. He blocked the dagger and slammed him down hard onto the ground. There was a loud crack of ribs being shattered when he hit the ground extremely hard.

"You think that you've defeat me," Captain America said. He tried to bring the Red Skull down.

Two of the goons tried to attack Captain America from behind. Black Widow nailed him with a Widow's bite and burned him with a blast of electricity.

"I didn't have to defeat you, Captain America," Red Skull said. He slammed a heavy case into the back of Captain America's head when he was distracted by the base going wild. "I don't have to destroy you. The world has lost its trust in the United States of America and you are its greatest symbol. I didn't need to beat you. Time beat you. It has made you irrelevant."

Captain America picked up his shield and slammed it into the gut of the Red Skull. He knocked the wind out of the Skull and came back with a series of rapid fire blows to the chest, doubling him over.

"That's where you're wrong," Captain America said. He jumped him into the air and did battle with the Red Skull.

One could not deny that the Red Skull enhanced his body and was able to stand toe to toe with Captain America on a physical level. On an emotional level, there was no one who was better than Captain America. He was able to take it to the Red Skull.

A large hulking HYDRA goon rushed on in. A blur shot through the air and nailed the goon in the face. His jaw shattered from the impact.

Kara dropped down. She dodged the stun prod one of the HYDRA goon's tried to attack her with. She used some heat vision to cause the weapon to blow up in his hand. She jumped high into the air and kicked her enemy right in the face.

The blonde ripped the door of the lab off of the hinges. The battle between Captain America and the Red Skull, along with the HYDRA goons against everyone else was only secondary at least for now.

"Mom!" Kara yelled. She rushed over and held Alura to her feet. Alura looked a bit shaken.

"Kara, Kara, you shouldn't have come here," Alura stated in a hoarse voice. She looked at her only child in the eyes. "You shouldn't have come here."

"I had no choice," Kara replied.

The body of Brainiac twitched on the floor. His eyes popped open with an unhealthy glow and he got to his feet.

He wrapped his hands around the back of Kara's neck and strangled her with a surprising amount of strength. Alura watched her daughter get strangled before her very eyes.

"The Red Skull's maneuver to take me off line worked temporarily, but not forever," Brainiac stated, his voice regaining more strength and malice. "The red sunlight has made your body weakened."

"I should have reserves," Kara said firmly. She tried frantically to push Brainiac's hands away from her throat.

She sent him flying into a table and caused him to smash down. Kara rubbed the side of her neck and made her way towards the door. The only problem was that the door slammed shut and trapped them inside here.

"Now, if you want your daughter to live, you will complete the transference process and put me in the android," Brainiac warned her.

"Oh, you mean this stupid thing," Kara said. Her eyes glowed with heat vision and she tried to destroy it.

The alloy repelled her heat vision and she looked rather frustrated. Her lips curled into a horrified glance.

"Yes, that thing you call stupid is going to make me…."

Kitty dove in from underneath the ground, grabbed Brainiac around the ankle, and pulled him down underneath the ground to the level below. The brunette mutant pulled her way out.

"That won't stop him for long," Alura said. Kitty looked at her and shook her head.

"The entire base is going nuts, there are people shooting, asking questions never, and…the Sentinels are deployed," Kitty said. Her shoulders shrugged in terror.

"This is what Karen warned me about," Kara said. Alura looked at her. "Brainiac has an army, but it's just a distraction."

"He wants to download all of the hard data from Earth and blow up the planet," Alura informed both of them.

"Not going to happen, not if we can help it," Gwen said when she forced the door open. She stopped at Alura.

"This is Alura In-Ze, my mother," Kara informed her.

"You're the one who created Brainiac, aren't you?" Chloe asked, having joined them. Gwen gave her one of those looks that told Chloe to knock it off and stop showing a great amount of tact. "Um, is there any way….."

Kitty took out the portable computer that she had. Everything was going completely nuts on her end.

"Brainiac's down in the main control room," Chloe said, closing her eyes. "I can…well I can feel where he is."

"Wait, technopath powers?" Gwen asked. She was confused about this. That was new.

"Milton Fine was a person before Brainiac infected him, took over his life, and stole his identity," Chloe explained when the group rushed down the steps. "He was a SHIELD scientist, he worked on the ship. Something infected him and something….I guess it infected me."

"If it infected you, you could be liability as well," Alura told her. That caused Gwen's eyes to snap to the alien scientist, protest burning her tongue.

"I think that we can trust…" Gwen replied, but Chloe decided to step on in, nudging Gwen out of the way.

"She's right, I could be, I better….stick around, shoot everything that moves, feel free to shoot me if I start going nuts like Fine did," Chloe said without missing a beat or taking a breath.

She loaded up a gun and stood in the middle of the hallway. The hallway actually looked to be mostly peaceful and really quiet. It was the calm before the storm type of feeling. Chloe was nervously pacing back and forth down the hallway.

Gwen decided to pluck one of the HYDRA goons up and held him up in the air. He gave a scream of terror when he into her soulless and lifeless eyes. His head snapped back when she glared at her.

"I'm going to ask you this one time, and I'm not going to ask you again," Gwen said. She looked him in the eyes. "Where is Doctor Fine?"

"The main labs….you don't want to go down there, no one wants to go down there, trust me," the HYDRA goon said. He looked absolutely horrified because of the thought of it. The last thing he wanted to do was enter that lab area.

Kara shook her head. Normally she would have been amused by the antics of the HYDRA goon. She was curious to see how terrified that he looked. The blonde looked towards her mother. "Why is he so terrified to go down the main labs?"

"That's where Essex is," Alura said in a hushed voice.

Gwen quickened her footsteps. It was really amazing that none of them were caught up by the HYDRA goons.

"I thought that you would try and come here to stop my plan, so I arranged a suitable welcome for you."

"Oh boy, here we go again," Gwen muttered. She clutched her fists when the drones made their way out in the hallway.

Kara prepared to fight them, but she noticed something. She could barely use her powers. The blonde looked above her head and saw the glass windows laid out. There was a tint of red lights flashing above the top of her head.

"He prepared the entire place against me," Kara said. She frowned. "I've been running on reserves this entire time."

She was so distracted by the single minded objective to rescue her mother, that she neglected a very obvious thing. Kara picked up a piece of pipe and swung for the fences. She smacked into the drones and cracked it against the drone. The sparks started to fly when Kara smashed onto them.

"Well, you're looking good for no powers," Gwen said.

"Hey, I'm powerless, not helpless," Kara protested firmly.

"Some people don't understand the difference," Kitty said. She put her hand through one of the drones and short circuited it.

That allowed Gwen to slip into the main lab. It looked like something out of one of the worst B-Movies imaginable. She spotted Fine immediately.

"You cannot be allowed to interfere in this stage of the plan," the man said in his usual monotone.

Gwen reminded herself that he wasn't a man, he was some kind of machine. Therefore he was easy to rip apart without any thoughts to what problems that could cause. The blonde rushed forward, taking an EMP charge of her own. She flipped the large glowing orb in her hand and smacked into him.

"This is a temporary measure at best, you won't stop the upload to the master vessel, with the master copy," Fine replied nastily. Sparks flew out of his chest when Kara, Kitty, and Alura joined her from behind.

"What does he mean?" Kitty asked.

"This Brainiac is a copy, the master copy is on a ship nowhere near Earth," Alura said. She spoke breathlessly. Kara managed to turn back on the controls and release the panels of yellow solar radiation, charging her up.

"And if we don't stop the upload, the world goes boom," Kara said.

Barbara, who was working mission support, chimed in. "Please tell me that doesn't mean what I think it means."

Kara's tone was extremely grim, which was unsettling for the normally perky blonde. "It means exactly what you think it means."

* * *

The web slinger knew that he was in for a hell of a fight, but this fight redefined the term hell of a fight. The Dark Spider drew first blood. He held up his arm and closed his eyes. His breath became labored when it came towards his body.

Spider-Man could sense a tone of reluctance with her. She might have been able to take him down in a couple of hits.

"Do you think that you can defeat me?" she asked when she got up.

Spider-Man tried to nail her with a stinger. The Dark Spider deflected the attack. The stinger flew through and nearly took out Spider-Man.

That would have given new meaning to the term of being impaled upon his own sword. The web slinger took in a deep breath.

He launched himself into the air and tried to attack her. She blocked his punch and flipped him over onto his back.

"All of your attacks, a trained eye can see them coming from a mile away," the Dark Spider told him. She placed his arms against the back of the head and pinned him down. "I've been trained since the moment of my creation for combat and your training lacks certain skills."

"And brain washed, don't forget brain washed," Spider-Man said.

"You've been told that you're a hero too much, you're starting to believe the hype," the Dark Spider said. She allowed him to get to his feet. "Anything that you can do, I can suppress. I don't know why you even try."

"I try, because I have to, I have something worth fighting for," Spider-Man said. He managed to knock a cart into her. She jumped onto the cart and used the carts momentum. "The question is, what are you fighting for? Are you fighting for the will of a madman?"

The Dark Spider tried to punch her way through the wall. Spider-Man avoided her fist before it slammed through the wall.

She turned around and tried to take off his head with a well-placed punch. He dodged the punch when it came close to taking off his head. He bobbed and ducked around the punch. Each time she tried an attack, he could get out of the way.

Spider-Man raised his wrists up, and he bound hers together. She broke out, but that moment of distraction was all the web slinger needed.

He jumped on her back and started to pound on the back of her head. He tried to find a pressure point to knock her out.

"You're not completely useless, congratulations," Dark Spider said. She staggered a bit when Spider-Man jumped out.

"You never asked my question, what are you fighting for?" Spider-Man asked.

"I'm fighting to bring order of a world that is going to chew up people like us," the Black Spider said. She aimed a punch towards his ribs. He blocked it. "Don't you see it, Peter? Don't you see that no matter how many enemies you defeat, it will be meaningless. Are you looking for your pat on the back from someone like Jameson?"

"I do it, because it's the right thing to do," Spider-Man repeated firmly.

"I don't dispute that it's the right thing to do," she said. She was knocked onto her back and he was on top of her, pinning her down onto the ground.

"Then what are you fighting for?" Spider-Man asked her. He was getting close to losing his patient.

She let out a flare in his eyes. That caused him to stagger back.

Laura jumped down from out of nowhere, her claws bared. She tried to slam them down against her enemy. The Dark Spider dodged it.

"He couldn't kill me, so one of his girls is going to do the job," the Dark Spider commented. "That just proves why HYDRA will win in the end. Because he isn't strong enough to…"

Laura slammed her down onto the ground hard and caused her face to smack against the ground.

"Let me….let me go," the Dark Spider demanded. She struggled against the attack when Laura held her down. "You won't do it."

"I won't do it, you're right, because you're just as much as a pawn as I am," Laura said. "Open up your eyes and see what is really going on around you."

"She's a pawn and she's under my control."

Laura and Peter looked up and saw an extremely sinister man approaching them.

"My pet, annihilate them, they're…..rejects, not strong," the man said, his eyes glowing.

Doctor Nathaniel Essex had some way to control the Dark Spider and she broke the hold Laura held on her. She sent her flying into the wall with a loud crack along with the sounds of bones shattering.

* * *

"Okay, please for the love of everything tell me that you can figure out how to counteract this virus," Kara said. She was looking through the virus. Some of it she recognized.

"I'm doing what I can to block the upload of the virus," Barbara said. She sounded like she was in the pressure cooker. "But, the Sentinels are going to be deployed regardless."

"The real question is why hasn't any of this gotten out in the news media?" Kitty asked. Gwen turned towards her.

"Anything that makes the MRD look bad is not getting out," Gwen informed her bitterly. The brunette opened her mouth and closed it. There was a bleeping sound, when Kara was feeding Barbara as many of the translations as she can.

"So, you made this Braniac thing," Gwen said. Alura gave a brisk sigh.

"Don't think that I haven't been regretting it pretty much every single moment since I turned that assignment in," Alura answered. He described every single civilization that he was able to wipe out just like that and Alura felt like the blood of all of them were on her hands. "But…if you're asking me if I can shut this down, maybe if we have more time."

"No offense, but time isn't a luxury we have," Gwen said bitingly.

Alura sighed deeply. That was one thing that she figured. Time was running out for all of them. She could hear the humming and the grinding. The sounds of fighting occurred around them. This entire base was one wrong move from going up in flames and she didn't know how that she was going to cope with that.

"Time isn't a luxury we have, you're right," Barbara said. "We might not be able to shut it down, but can't we at least block it, to give us some more time?"

"Yes," Alura said. "This would be a lot easier if I had some kind of lab or an outpost around here, with an advanced crystal powered hard drive."

She sighed when she looked at the system that continued to blip over and over again.

"I think that I got it, just give me a bit more time," Barbara said.

"Don't you know…"

"Okay, I stopped the upload…..and…..well we've got a problem," Barbara replied. There was a loud blaring sound. "When I stopped the upload, a self-destruct sequence was activated."

That caused Kara to groan in response. If it wasn't one thing, it was another.

"Please tell me what kind of self-destruct sequence," Kara said. "Can we stop that?"

"I can isolate it to the HYDRA base, before it gets broadcasted out and infects the Sentinels, after they've been deployed," Barbara said. All she had to do was isolate the sequence.

"I think that I've got things on my end, but we should double check this," Gwen said. She parked herself in front of the computer screen.

She thought that they were done and their problems were over. Their problems appeared to be just beginning. Time was running out and they had ten minutes before a cataclysmic event occurred.

The sounds of fighting outside caused the girls to be started. Kitty was about ready to get to her feet, but Kara shook her head.

"I'll look at it," Kara said.

And before anyone could protest what she was doing, Kara was gone.

* * *

The battle between Captain America and the Red Skull was winding down. Both of them didn't give the other an inch, knowing that the other would take a foot.

The Red Skull used every single dirty trick he had in the book to gain the advantage at times. It was Captain America who was about ready to come out on top. He knocked the Red Skull back and slammed him against the wall.

The two continued to lock into an eternal struggle. Both had come back from being presumed dead in their own ways. Neither was willing to give the other any room. Hatred glowed through their eyes violently.

"Another futile battle, time has not changed your idealism," Red Skull said in a taunt. He felt several of his ribs crack, but even if he didn't win the physical fight, he intended to win the game of psychological warfare. "You are largely irrelevant in this world."

"That's where you're wrong, Skull," Captain America said and he threw him to the side.

"Bah, you don't get it, and you never will," Red Skull said. He tried to shoot Captain America, but he was disarmed with the SHIELD. "The world thinks of the all American hero as corny, cheesy, a product of another time. You might be American as Apple Pie and Baseball, but both of those things have lost a lot of flavor. But not as much as you have."

Captain America nailed the Red Skull with one huge punch to the jaw. He went flying and crashed to the ground with a solid smack. Pretty much every single bone in his body cracked underneath his shot.

The Red Skull struggled to get up to his feet from his position. His breathing became increasingly labored when he attempted to pull himself up. He tried to do so and collapse down onto the ground. Blood continued to drip from his jaw.

His laughter seemed rather amused. Captain America approached him.

"Bravo, you've beaten me, but yet, you've still lost," Red Skull said.

"Your HYDRA goons have been taken out, your base…"

"Is about to self-destruct, causing the Sentinels sent out to explode taking countless with them, and a deadly toxin is also to be released," the Red Skull whispered. His taunting increased when Captain America stood over him. "You see, I always hold all of the cards. That's why I will go down in infamy and you will as well, my friend."

Captain America punched the Red Skull as hard as he could, knocking him out. He was not familiar with modern technology, but he knew what was happening to the base.

"Tony, we've got a problem," Captain America said through his communicator.

"Yeah, I know, I've hacked into the Master Mold Main Frame, and the Sentinels are set to explode in less than two minutes," Tony Stark, better known as Iron Man, said. "Wait…..I don't understand what's happening."

"Tony, talk to me, what's happening?" Captain America asked him. There was a blipping from the other end of the device. "What's happening, what should we be worried about?"

"We should be worried about….actually nothing because the self-destruction signal has been destroyed, along with the base destruct sequence," Tony replied. "It's almost like there's someone else working on this angle."

"Well, we're going to have to thank them when we find out who did it," Captain America replied. He looked down on the ground and saw the battered form of the Red Skull. He secured him, that was not someone that he would want to let slip away again.

The problem was now that SHIELD had collapsed, there might not be a prison that was big enough to hold the Red Skull.

He would have to worry about one issue at a time. The base had stopped going haywire.

* * *

"I don't think she's snapping out of it, any time soon," Laura said. She dodged the Dark Spider's feral attempts to take her out.

Peter sighed when he felt his shoulder dislocate. It slowly healed. He dodged her attacks when it was brought down to the ground.

A figure flipped over the top of the Dark Spider's head and slammed him hard down onto the ground with one move. Peter and Laura looked up and saw that the Huntress had arrived. Exactly when she got here, he didn't know.

"Thought that you were dealing with Slade," Peter replied.

"I've dealt with him," she replied. She pulled out a gas pellet and caused it to explode in the Dark Spider's face. The Dark Spider continued to fight her through the shadows.

Kara arrived as well and knocked the Dark Spider down to the ground. She flipped onto her feet, landing hard. She launched some webbing at Kara.

The blonde broke free from the webbing without another thought. She fired a blast of heat vision at her heel.

Kara stepped over when Laura put her claws into the throat of the Dark Spider. The Dark Spider was on her knees before her.

"You don't get it, you're too weak to pull the trigger," she taunted. She couldn't get up due to a leg injury.

Kara used her X-Ray vision to scan the back of her. She found an implant that was on the back of her neck.

"There's something on the back of her neck that's controlling her," Kara confirmed.

"Hold her and make sure she stays still," Huntress said to Peter and Laura. Both of them looked at her and nodded.

Her grandfather was a skilled surgeon and Helena thought that she picked up enough through her own medical training to do this. The implant was likely screwing with her brain anyway. She pulled out a surgical knife from her belt and started to dig.

"Where did Essex go?" Peter asked.

"He sicked his attack dog on us and left through the back door," Laura said. She shook her head. "He wouldn't stick around long enough to deal with the consequences of his actions."

Helena managed to remove the implant from the back of the Dark Spider's neck with Kara guiding her. The woman screamed when she collapsed down onto the ground. Her skin healed over immediately, but she was under a state of shock.

"We got to get her back to base," Peter replied.

"I gave her something to sedate her, because she's not going to be happy when she wakes up."

* * *

**To Be Continued On March 7** **th** **, 2015.**


	40. Aftermath

**Chapter Forty: Aftermath.**

* * *

Peter Parker wasn't going to lie, he thought that he redefined the term "getting by, by the skin of his teeth" quite nicely. That wasn't easy and he saw the woman that was lying at his feet. His sister, she was in a half dazed state. Helena sedated her and now the two of them walked side by side with each other. The HYDRA base was oddly quiet.

"Essex escaped," Peter told her.

That didn't break any tension, but rather it caused more. The woman didn't say anything for what seemed like an eternity. In reality, her silence only lasted for less than one single moment. She stepped around and it was almost like that she was looking for someone to jump out of nowhere and attack her.

Fortunately for her, it appeared that no one did, at least not at the moment. The woman allowed herself to breathe a bit more easily when she turned around to face him.

"Do, I need to even tell you how lucky we were?" she asked him.

Peter shook his head. "No, I've been telling myself that for a very long time. We got out of here narrowly and the Red Skull…"

"He won't be a problem."

Captain America dragged the fallen and motionlessly body of the Red Skull. The hero of America had one of the greatest enemies of America behind him.

"You have him," Kara chimed in suddenly. "But do you have any idea where you're going to keep him. There's no SHIELD to hold him."

It went without saying to Captain America that he wasn't sure that SHIELD would have been able to hold the Red Skull. The world thought that he perished in the Second World War, but they were not only wrong, but he managed to rise through the ranks of the United States military and get to the position he was now.

"That won't be a problem," Captain America answered. "But, I understand that there are a few more problems that resulted in this little adventure."

Peter sighed; problems might be putting things extremely mildly. Essex escaped and he wasn't sure what happened with Slade. The only thing was that Helena said that he was taking care off. She didn't seem to be too willing to discuss these matters even further with Peter, which left him wondering about a few things.

The young man stood up straight and he could see Iron Man arrive.

"Everything is back to normal, whoever got in before me really shut down the Skull's plan," Iron Man said. He looked down at the Red Skull and then he looked back up at Captain America. "Good thing you knocked him out, because I don't think that I could have stood his yacking right about now."

"That makes two of us," Captain America said. He had been hearing the Red Skull hammer him with many points throughout the fight.

The most galling thing was that as demented as some of the things he said were, a lot of them were true. American idealism was not as strong as it once was, people were more cynical and he was a sign of another time.

For Captain America though, those words only got a passing consideration. He knew that allowing someone like the Red Skull to get inside his head and mess with him wouldn't end well. He needed to fight with what he believed in.

As long as one person believed, there was a place in the world for someone like Captain America.

"You did well, kid," Captain America said, turning to Spider-Man.

"I'd concur, must have been tense in there," Iron Man agreed.

"Hey, I do what I can do, isn't that what heroes do?" Spider-Man asked.

He could see Chloe popping out of the room. She was in a daze when she joined them. Gwen joined Peter as well after a second.

"So, I'm all clean, although if I start acting weird and try and take over the world, you might want to jump on in," Chloe said. Peter raised his eyebrow.

"Did I miss out on something?"

"Well, it's a long story and we'll tell you about it later," Gwen answered. She wondered what Kara got off to.

She could see Kara following her mother outside. The two of them walked side by side with each other. Laura was walking with Sarah Kinney as well. She looked rather awkward.

"I think that because of my compliance to this entire mess, I should just turn myself into SHIELD," Sarah said. That caused Chloe to scoff.

"Well, there isn't much of a SHIELD to turn yourself into now," Chloe reminded her. She was looking for Bobbi and Natasha. They were around here somewhere, likely doing some kind of cleanup. "And besides, you were blackmailed."

Sarah wasn't going to argue that point. The truth was that she was blackmailed, but it didn't stop her from being upset.

Alura was walking out of the building with a bottle underneath her hand. Peter turned towards Kara with a raised eyebrow.

"Do I….."

"Explanations later," Kara said urgently. Peter had to agree with that one because right now there was so much information that his head was spinning.

* * *

"And after the diabolical today, who can you trust? That's the questions that's on the mind of everyone today. There are a lot of people who wonder if we can ever take anything that the United States government or any government around the world say at face value. Who else is secretly in the league with HYDRA?"

There was a lot of speculation in the news media. Even more so than usual, and the problem was that for once, they did have an interesting point. You wondered who could trust who at this point in time.

Maria Hill was one of the many people who watched this closely. SHIELD was not as such any longer due to these problems. The woman frowned when she wondered what happened. The house of cards that was security had toppled over with a sickening impact. She was not the only person who wondered what was coming next.

The most galling thing was that only one of HYDRA's main cells were taken down. There were many cells that needed to be taken down. There was the problem that had followed HYDRA ever since the dawn of time.

Cut off one head, two more grow in its place.

"Who is going to be helped accountable for countless people? Did the MRD know who they were funded by? Where is Slade Wilson and other members of his staff to answer these questions? Senator Robert Kelly has declined comment, but his public approval rating is at the lowest point and many are calling for the resignation of the Senator."

There were a few good things happening because of this mess. Maria folded her arms over and leaned back.

"So, are we even going back to work tomorrow?"

Maria looked up and saw Bobbi standing next to her.

"The ball is in Fury's court now," Maria said. She frowned at that thought. "And he's vanished off of the grid."

"Looks like I have the answer to that question," Bobbi answered her. She closed her hands together and thought about it. "We have the Red Skull now, for it's worth."

"Yes, it's not worth a whole lot," Maria agreed with her. She got up to her feet. There were documents in the folders and all of them were useless.

She couldn't even step down the hallway. She doubted that she would be able to walk down the hallway more than a couple of steps before running into potential HYDRA supporters. The woman flipped through the documents.

"At least we can seal the Parker file before we have to turn the lights out," Maria said. That was the upside to everything. That was about the only upside that they had to that entire mess. "What about the other one?"

Bobbi hated to be the one holding the ball regarding this. The second Parker sibling, she was messed up beyond messed up. "Well, it isn't like SHIELD has any jurisdiction over anything anymore."

"Those of us who remain, we still have a responsibility to make sure all of the loose ends are tied up," Maria said. She added things in an extremely cynical voice. "Even when the government slowly ties the noose around our neck."

Bobbi wrinkled her nose in frustration. That really was how things were going with all of them.

"Spider-Man….."

"You mean Peter Parker….it a miracle that his identity didn't get broadcasted out to the world along with everything else," Maria said. "Not just him, but other super heroes who like to keep their privacy. Even if it's hard to keep your mask on with some asshole with a Smart Phone standing by every five feet."

Bobbi snorted. If that wasn't the truth.

"Agent Romanov, I've seen that you've joined us," Maria said. Her eyes didn't miss a beat.

"You seem to have had a stressful day, Agent Hill," Natasha commented.

Maria tried not to jump down the throats of two of the best agents that she knew were still loyal to SHIELD. Without Fury, she was left holding the bag. That was not the first time she had been put into this position, but one could argue that this was the worst time that she had been put into a position like this. She thought that she was fairly loyal to SHIELD all things considered.

"Why is it when an organization shuts down, I have more paperwork than when it's running to full capacity?" Maria asked.

"Well, at least you don't have anyone to set a deadline," Natasha commented lightly.

Maria raised her eyebrow and shook her head. Bobbi turned towards Natasha with a smile.

"If I wanted comedy, I would have called for Agent Barton, he is much better at doing it," Maria said.

Bobbi opened her mouth and when the agent did, she allowed one word to pass through her lips when she spoke. "Ouch."

She made a miming motion like someone getting punched hard in the stomach. Natasha gave her a steely eyed gaze. The blonde haired agent looked up towards her and frowned.

* * *

Peter Parker wanted to ask the question of what was normal. He didn't really have any answers for that one, to be honest. If he did, he would be able to tell you how things got back to normal. He had been summoned to the Clocktower by Helena and one could not turn down a woman like that. She had this gift in making sure that people came to her.

"Someone like you, you must be used to men throwing themselves at you," Peter said. Helena turned around. "What do you do when that gets too overwhelming?"

"I walk around them," Helena said. She was still in costume and she motioned for Peter to sit down. "The Wayne Foundation is going to fund the rehabilitation of your sister and hope that she can learn to function in society given time. We have the best doctors….the best real doctors out there, that money can buy."

"I see," Peter commented when he sat down next to her. "Well, I didn't really know what to do with her, so…"

"I owe you for a couple of things, it's complicated," Helena said to her. She looked at him with a bright expression towards her. "As for Slade…..he's been taken care of."

"I don't like the ambiguous nature of that statement," Peter said to her. Helena raised her eyebrow, but didn't say anything. "Do you think that you could clarify things a little bit, or….."

"Me and him went flying out of the window when we fought and he hit his head hard on the way down, snapping his neck," Helena said.

"Seriously?" Peter asked. He could hardly believe what he was hearing. "That was a bit anti-climatic for the master assassin to die."

"Sorry, I didn't make a better show for you," Helena replied dryly. "I'm not even sure if that was the original Slade anyway, if it makes you feel any better. It could be a robot or it could be a clone."

"Oh clones," Peter groaned. "Sorry, but if I ever have to deal with clones…."

"Yes, I know, but it's inevitable, even when you see the body, the chances of it being a robot or a clone are high," Helena informed him. "But you never know what the future might bring."

She closed the gap between the two of them. They were almost face to face with each other. Helena gave him a shadow of a smile. "You know how much I hate being out of control."

Karen turned up on the other side of the door. She could see Helena and Peter were about ready to close the gap between each other. The busty blonde tried to step on through to close the gap between the two of them.

"Sorry, I wasn't aware that the two of you were finally having a moment, I'll….."

"Stay," Helena said forcefully. Karen looked towards her and blinked after a second. The woman stepped into the room with each other.

"Right, I'll stay," Karen answered. Helena raised her eyebrow and there was amusement in her eyes. "What are you looking at me like that for?"

"Kara, you know why, we both know why," Helena informed her. The woman gave an amusement chuckle, shaking her head. "And they think that I lack perception. It's affecting you about as much as it does me."

Karen was about ready to protest that it didn't. Peter stepped towards her, his feral nature flaring up a tiny bit. He closed the gap between the two of them, pushing her closer into the wall.

"Well, I can smell that it affects you," Peter whispered to her. He ran his finger down the side of her neck. She closed her eyes.

The two of them kissed each other. Karen melted underneath Peter's lips. It was just like she remembered. If she was going to be marooned in the past, she might as well make the most out of this.

Besides, as she reminded herself, she didn't necessarily have a bad future to return to right now. Karen's tongue went into her mouth with a smile on her face.

"And suddenly, I'm feeling a bit left out," Helena commented dryly. Karen smiled and she pulled away.

She swept over towards Helena and gave her an overwhelming kiss. The blonde's delicious tongue entered her mouth. The two of them worked against each other, their tongues pushing against each other.

Helena's eyes closed completely shut. The woman's mouth pressed on Karen's lips. Her hands ran down her body, touching every single inch of her body.

"And now I'm feeling left out," Peter said in a mock hurt voice. Helena smiled and she walked over him, slowly removing his costume.

One girl started to kiss down on his other side and the other girl started to kiss down on the other side. Both of them dove between his legs.

Peter groaned when Helena's hot mouth serviced his manhood. The girl was pretty good at what she did. Her hot mouth engulfed him in one fell swoop.

His hand clutched onto the back of her head, pushing his manhood down her throat. He closed his eyes and Helena kept going down on his manhood. Her wet mouth worked him over.

Karen was not to be outdone and her hot mouth serviced his balls. Her perfect little tongue licked him.

Their combined efforts beneath his waist caused Peter to be driven breathless. Karen went between his legs, licking his balls. Helena went down on him, sucking his cock.

"Oh, you're going to make me cum," Peter groaned. It was an intense battle to keep his resistance up. The fact Helena made eye contact with his cock down her throat made things a bit harder than ever before.

Karen pulled away and she pulled off her shirt. Her perfect bare breasts bounced out. "Well, I wonder if we can make you break."

Helena pulled away and Karen wrapped her breasts around Peter's throbbing tool. He grabbed onto them.

"Oh, this is torture," Peter groaned. He started to ram his cock in between the valley of her perfect breasts.

Both girls took turns licking and servicing him when his manhood disappeared in and out of him. His cock felt so heavenly wrapped within Karen's amazing tit flesh. It felt so good that he thought that he was going to explode.

He kept working her over, his manhood sliding deep between her valley, working himself into a fever. His balls slowly began to ache when he worked her over and over again.

"Oh, I think we're going to make him pop," Helena commented. Her lips curled into a devious grin when Peter hammered into Karen's cleavage, fucking it really hard.

Sure enough, right on cue, Peter's balls tightened and he injected a load of cum onto Karen's chest and face. The young man's cum was thick and juicy, splattering every single inch of her body. It rolled down her nipples.

"That's a mess," Helena informed her. She motioned for Karen to get up to her feet. "Why don't I clean that up for you?"

"Oh, I'd be insulted if you didn't," Karen breathed. She felt Helena's hands roll over her chest, working over every single last inch of it.

The blonde's breathing continued to become labored and Helena cleaned off Karen's chest with her tongue. This erotic action caused Peter to stiffen in a matter of seconds.

"Yes, I'm pretty sure that you want some of this," Helena breathed. She pulled down the bottom half of her costume and them her panties.

His large iron pole of a cock stood out before Helena. The brunette woman lowered herself down onto him.

Peter realized that she was so tight.

"First man, if you must know," Helena informed him. She bit down onto her lip when she slammed herself down onto him again and again, working his tool over.

Karen got down on her knees and stuck her tongue into Helena's tight ass, licking her over and over again.

Helena pushed her tight, wet pussy around Peter's throbbing hard tool. She kept bringing herself up and down on him, riding him something fierce. Her hot lips wrapped around him when he kept working her up and down.

Peter held his hands around her waist, holding her in tight towards her. The brunette beauty kept working her hips up and down on his throbbing tool. The deeper he was brought inside of her, the more hot that she felt around him.

"That's good, oh that's good," Helena moaned. She could feel him go into her.

"Save some for me," Karen begged her. She could feel Peter turn Helena around and ram into her.

Helena didn't respond to her girlfriend's statements, other than some moaning. She could feel Peter explore her inner depths with his throbbing hard cock. He nearly pulled all the way out of her body and then pushed harder into her depths.

She clutched her hand around his arm and squeezed it. Peter nearly came all the way out of her and slammed into her. Her wet walls clutched him and milked his throbbing thrusts.

She ran her fingers against him. "You feel so good….in me."

"It feels so good to be inside you," Peter whispered. He nibbled on her nipples after tearing up the top of her suit.

"Hey, that was a nice suit," Helena whimpered. She had a bit more amusement in the situation than she should have. Maybe it was because she was fucked in a nice state of sexual bliss. Her hot walls collapsed around him the more and more he pushed into her depths.

"Yes, it was a nice suit," Peter agreed. "And I'm sure that you have about ten more like that."

Karen sat on the chair, fingering herself and waiting her turn. She couldn't use any toys due to the fact her pussy reduced them into ash. "He does have a good point, you know."

"Yes," Helena moaned. She tightened around his throbbing tool. He pushed himself into her dripping hot pussy. Her walls closed around him when her legs wrapped around him extremely hard.

Peter's manhood spiked into her body over and over again. He sped up his thrusts. He bent down and chewed on her collarbone.

His balls tightened when Peter planted his tool into her body. Her soft walls tightened around him when he injected his searing hot seed into her.

Helena pumped her hips up and brought his juices deep into her body. The woman arched her back when Peter injected his burning seed into her hot body. He pumped up into her over and over again.

"Fuck me," Helena moaned. She collapsed when Peter injected his seed into her willing and waiting body.

Karen was moaning with her fingers into her. She imagined Peter taking her and fucking her extremely hard.

Peter stepped towards her and cupped her pussy in his hand. She looked up at him with a smoldering look in her eyes. He pushed his throbbing manhood deep into her body.

Karen realized that was not her imagination. That was Peter's very large and very real cock entering her body. Karen bit down on her lip and she moaned when her walls tightened around his throbbing tool. The blonde's slick walls wrapped around his massive tool when he entered her body, holding onto her hips when he pushed himself up and down into her body.

"Yes, that's the good spot, oh yes, a really good spot," Karen whimpered. She bit down on her lip when Peter pushed himself into her body.

He hit her g-spot with a huge thrust. Karen's wet walls slid up against him, pushing his tool deep into her hot pussy.

His hands stuck to her massive breasts. Karen felt pleasure course through his body when he played with her tits. The blonde's walls closed around his massive tool when he pulled almost all the way out of her body.

Karen clamped down onto him.

"You're so horny, I like it," Peter commented. He ran his hands all the way down her legs when he almost pulled all the way out of her. He touched the tip of his cock against her.

He teased her opening. Karen's pussy pumped unbearable heat and he pushed into her.

"I like how your hands aren't the only thing that can stick to places," Karen breathed. Her power channeled to her pussy, hugging his manhood when he pushed in and out of her.

Her legs wrapped around his body. Peter pushed into her, working her pussy over.

Helena wasn't done for the night. "You know, people are going to hear you, if you don't be quiet."

"Maybe you should gag her," Peter suggested. He worked over her breasts and her moaning got even louder.

Helena decided that would be the best thing to gag her. Her dripping pussy pushed over Karen's mouth.

It appeared that Helena might be in the one that was in need for gagging. Karen's tongue vibrated into her pussy fast. Helena closed her eyes. All of the time she had to gain her self control, this was being put to the test.

Speaking of self-control being put to the test, Peter felt himself encased in Karen's hot cunt. Her cunt spasmed against him.

The pheromones increased the more aroused that Peter became. That caused Karen's cunt to gush.

Helena fell forward and landed on Karen's breast. Her face was pressed between Karen's breasts.

"Perfect….oh landing," Peter grunted. He almost pulled out of her. Her pussy had a vice like grip on his cock. She didn't look like she wanted to let go any time soon. "Oh god, this feels so good."

He injected his cum into her dripping hot twat. Peter kept thrusting into her, and her hips returned fire. They kept up this action until Peter's balls were completely drained.

The three of them collapsed and really felt both drained and excited. Peter's pheromones kept kicking up and now Karen was on top of him, ready to ride him.

* * *

Alura sat in the apartment that her daughter shared with another woman. She had dreamed of this moment, the potential that she would reunite with her daughter, and now she didn't really know what to say.

"Have things gotten awkward, or is it just me?" Chloe asked. Alura was about ready to continue the scanning of her. The preliminary scan had caused nothing strange or out of the ordinary to come up.

Alura wanted to be completely sure everything was one hundred percent of the way safe before she was done. She scanned Chloe and smiled.

"Just didn't think that this would be exactly how I would reunite with my daughter," Alura murmured underneath her breath. "And for the record, I think that's everything."

Chloe raised her eyebrow and allowed a breath to escape her body. "You think that you do, or that you know that you do?"

"I'm one hundred percent sure," Alura said. She could see Chloe relax underneath her gaze. "I would still come to me if there's anything remotely wrong. It's better to be safe….."

"Than to be sorry, I know," Chloe agreed. She allowed her shoulders to slump down and a breath escaped her body.

Kara and Carol returned a few seconds later from where they were. The younger blonde walked over towards her mother. There was a frown on her face. The two of them looked at each other. Things were a tiny bit awkward, but they could be worse.

"This isn't quite the meeting you had in mind, was it?" Kara asked, trying to break the ice or maybe lighten the mood.

"Not entirely," Alura admitted. She got up to her feet and she threw her arms around her daughter, pulling her in tightly. "But, despite all what happened, I'm glad that you're okay. I do wonder if there's a place for me in this world."

"I might have an idea, if you want to hear it," Carol informed Alura. Alura turned towards her and a brisk smile crossed her face.

"If you want to tell me, I'm all ears," she told her. She was really curious to hear what this woman had in mind.

"Well, my idea is to work at my agency, it's called SWORD," Carol informed her. Alura smiled when she looked at her. "It's a government agency…"

"That has to deal with aliens and relations with them, along with protecting Earth from any hostile attacks," Alura interrupted. She didn't mean to be rude. Carol looked at her with a raised eyebrow. "I hear a lot of things when I was with HYDRA….speaking of which….."

"The android has been destroyed," Carol told her. Alura let out a breath. "Your expertise will be a great help to SWORD and if you want to assist us further that would be great."

Alura looked at her and thought about it. There were a lot of things to go over. The fact was that even with the city in the bottle, she doubted that there were many more people that are alive.

"We all must find a place, I guess," Alura said. The events of the last few days had told her that. "I'm glad to see that my daughter has been able to find her own place in this world, even though…even though it might not have what I've envisioned."

Kara looked at her mother. It did seem like her worst fears were true about not living up to her mother's standards and her expectations. She was about ready to protest something, but Alura's smile deepened when she ran her hand over Kara's hair.

"What my daughter has done is far better than anything that I could have envisioned," Alura told her. "And I have a feeling that she will help guide the future of this world."

"Well, I can't take all of the credit, what I do…..I can't do it without any help," Kara said.

Alura smiled, her daughter would do alright. She had a proper head on her shoulders. It was her fear that Kara would take after her father and see the people of Earth as either insects or curiosity. It was Alura's great joy.

"You do remind me of a friend that I have," Chloe chimed in. Kara looked at her. "There are super powers just like yours…well not exactly like yours, but almost like yours….."

"It is possible that there were more survivors," Alura said.

"Yes, tell me more," Kara said, she was intrigued. Could it be? She didn't really know how long she was on that ship.

"Well, I think that if you talk to her, you might be able to get her head in order," Chloe said. She pulled out a picture of a dark haired girl with blue eyes dressed like a farmer's daughter. "Her name is Claire Kent. I swear she could have been a male in some alternate universe with how much of a tomboy he was"

"No way," Kara muttered in surprise. She looked exactly like her Aunt Lara, only with darker hair.

* * *

Peter stood looking over New York City. He thought that it was a responsibility that he would have to take. He was outside of the apartment that he and Gwen shared, but they thought about moving up.

One of the patents of his invention had hit big and the solar powered generator that he and Kara worked on was catching some waves of some clean energy people.

"You know, with all of the girls that you're collecting, we need to find a bigger place," Gwen said. She walked up behind Peter. "Mary Jane said that she'll be over tonight for instance and I'm sure a few more girls will stop by. And I'm sure Kara's mother will want to meet you."

"Never a dull moment, is there?" Peter asked Gwen.

"And now you've netted the Wayne Heiress and her girlfriend, you really are moving up in the world," Gwen said. "But, I'm not sure how much time that I want to spend in Gotham City."

"Trust me, I don't blame you for that," Peter said.

There were so many questions, so many answers. The young man gave Gwen a kiss and edged inside.

He could see a brunette girl sitting on his bed, dressed in a tight black shirt and a pair of jeans to match. Her blue eyes shined up when she faced him.

"I thought that you were being checked out," Peter said.

"I was here to say goodbye, so you don't worry about me," his sister told him. "There are a few HYDRA cells out there that need to be taken care of and there are other parties out there that will be interested in the technology. And Essex is still out there."

"I'm not sure if that's a good idea for you to go after Essex," Peter warned her.

She laughed at the overprotective act that he was giving her. Only she wasn't completely certain that it was an act.

"You're nice, and sweet, but sometimes a girl's got to do, what she's got to do," she commented. She eyed him up. "And you have an entire city to look over. More girls than I think any man knows what to do with. And there might be a few more to come, based on what happened the other day."

Peter was going to try and grab her, but she was out of the window as quick as a blink.

He sighed, he knew that he might have another problem. Peter picked up his bag that he dropped earlier. It appeared that a couple of vials had dropped into it during his battle at the HYDRA complex.

One of the vials there was a black substance that appeared to have a life of its own. Peter didn't pay it any more than a brief curiously, rather he needed to get take a shower. It had been a long day.

The vial hissed and popped open. The mysterious black symbiote leaked from the vial and found its way onto the spare change of clothes Peter set out for later.

* * *

A group of men in yellow costumes dressed like angry bee keepers made their way down the tunnel. They were heading towards an underground SHIELD facility where the body of Norman Osborn was in stasis.

"Osborn's DNA holds many secrets to a weapon that AIM can use to bring all of our enemies to our knees," a garbled voice said over the communication link. "Fury has moved his body in an attempt to throw HYDRA off of the scent. But we at AIM have ways to locate the body."

One of the AIM scientists took out a cutting device, placing it at the edge of the door. Things started to glow madly when the device started to light up.

There was a loud hiss and the lock of the door was blown off, before it got swung open. The AIM members entered the underground lab.

Only to find that Norman Osborn's form was not held in stasis as they believed. The lab appeared to have been cleared out.

"There is one problem, sir, there is no Osborn."

"Improbable….there is no way that someone could have gotten here before us," the voice over the communication link retorted. A holographic project showed up. All that could be seen in the shadows was what appeared to be a really big floating head with smaller arms and legs. "AIM has prepared for too long. Spider-Man and Osborn are two obstacles in our way. We must take down…."

There was a loud scream as a dark figure took out some of the AIM scientists. The snapping and cracking of bones could be heard when they dropped down to the ground.

"Report, report, what is going on here?" the voice asked.

There was a dark foot that broke the communicator link and pulled up one of the scientists by the throat.

"Essex had a partnership with you, where is he?" the dark and brooding figure asked.

"I don't know what you're talking about."

"Then you're useless, and the world would be better off without you anyway."

A loud snap could be heard when the figure disappeared down the tunnel.

* * *

Spider-Man opened his eyes up. There were two problems. The first problem was that he was hanging out in the middle of New York city in a black and white version of his normal costume. And secondly, he had no idea how he got here.

* * *

**To Be Continued On March 15th, 2015.**

* * *

_So this wraps up Chapter 40 and the third set of chapters. Eight days, Set 4/Season 4 is going to start. Then we reach 52. I had planned for this to go only 52 chapters, and as I stand right now Chapter 52 is a point where it could be wrapped up satisfactory, at least for me, or it could go on. Well, anything could go on, unless you nuke the universe and everyone in it, but it's whether it should and that's up to the discretion of whether the author is feeling it. So, likely either going to be ending after 52 or going on an extremely long hiatus after 52 and picking up sometime this fall. Depends, likely will come to some kind of final decision sometime in April, closer to the time where 52 gets posted. It's about 60/40 in favor of wrapping it up at 52 versus continuing. Granted, that's not the most favorable odds, but it's not hopeless._

_Anyway, see you in a little bit._


	41. The New Look

**Chapter Forty-One: The New Look.**

* * *

 

Adrian Toomes thought that he pulled off of the crime of the century. He was getting a bit on in years, but that didn't stop him from being any less savvy. His new and improved glider caused him to be able to navigate through the city about three times as quickly.

"You really think that you can put a stop to me!" Toomes yelled at the top of his lungs. He armed the glider pack and prepared to fire. A series of razor sharp feathers shot out of the pack and nearly took out his adversaries with everything that he had to offer.

The NYPD were pretty good, but they were dealing with a crafty old man, who felt like he had everything to gain and nothing to lose. He had a shield around himself, thanks to the mini generator in his suit.

"It works perfectly," Toomes said. He was on the top of the world. "It turns out that age and experience triumph over all."

Toomes scooped up all of the jewels that he had in a bag and made his way to his hideout. These would be his retirement fund. His last heist would be his greatest heist. Fools thought that he was some senile old man who should be locked in a nursing home, his best days were behind him. He had been disgraced out of the business world, his own ideas stolen by Norman Osborn, and appropriated for his own, not to mention many others.

The Vulture's lips curled into a sneer. He heard all of those words and they spiked into his heart. The villain wasn't about to be put down that easily. The glider launched into the air and brought him halfway across the city.

Toomes listened closely on the police scanner. He looked up suddenly, and he could hear something whooshing around him.

"It's time, Toomes, time for you to go back where you belong."

The Vulture looked around. The voice of Spider-Man was there, but it seemed to be a bit more self-assured.

"Spider-Man, come out wherever you are!" Vulture yelled. "This isn't a game!"

"Don't worry, I'm not playing."

Spider-Man launched out of nowhere and almost knocked the Vulture out of the air. The Vulture caught a look at the brand new black suit that he was wearing. Vulture held his wings up and launched some spiked feathers at Spider-Man.

The feathers didn't even scratch the suit. That caused the Vulture to become shocked at what he saw.

"That's impossible, you should be ripped to shreds!" The Vulture yelled.

"Yeah, it's impossible, but you're not the only one that got a few upgrades," Spider-Man said. His voice was oddly calm. He swung down and nailed Vulture hard in the back of his head. "Come on, old timer, what do you got?"

"Oh, I got far more than that!" Vulture yelled. One of the tips on his backpack extended and shot a wave of fire at Spider-Man. The web head was caught off guard. "Can't you handle the heat?"

The suit recoiled slightly, and Spider-Man had to pull back.

' _Fire, that's one of the symbiote's weaknesses,'_ Spider-Man reminded himself.

Spider-Man made a mental note that if the Vulture had sonics, then the old bird had pretty much stumbled into a way to disable the web slinger. Spider-Man dodged around the attack of the latest fire.

The Vulture used this method to get away. He was full of surprises, but so was Spider-Man.

Spider-Man dove down and disabled the port where the fire fired out of it. He smashed his hands down onto it.

A jolt of electricity knocked Spider-Man off. The Vulture dove bomb him, in an attempt to drive him through the pavement of the New York City streets below.

The symboite's tendrils retracted and landed down onto the ground. The web slinger blocked his attack on the ground. The Vulture launched back up one more time.

' _If he wants a dog fight, he's going to get one,'_ Spider-Man thought to himself. He propelled himself up to face the Vulture and was ready for battle.

The two of them exchanged punches in the air with each other. Neither side was willing to back down with each other.

The Vulture suddenly pulled back and the ricochet caused Spider-Man to land back against the ground. He crashed down hard, the wind being knocked out of him when he landed.

"Okay, you old buzzard, that's about all I'm going to take from you!" Spider-Man yelled. He launched himself up in an attempt to grab onto the Vulture.

The Vulture dodged Spider-Man's attack and he propelled high into the air. He bounced back against the building.

"Youth is no substitute for experience!" The Vulture yelled.

Spider-Man waited for Vulture to dive bomb him again. This time the web head had a plan and either it was going to work rather well, or it was going to suck big time. Regardless, Vulture kept diving towards him, in an attempt to take Spider-Man out.

At the very least second, Spider-Man ripped the flight harness off of the Vulture. That caused the old man to spiral out of control and nearly do a landing where he smashed his face into the ground.

Somehow, Spider-Man blocked Vulture from landing hard. His face nearly could have cracked against the ground. Spider-Man pulled Vulture up, and turned him around.

"I don't know if you're going to remember learning your lesson, but it's way past your bedtime, old timer."

Spider-Man knocked the Vulture out. He swung over and could see two figures watching him from the distance. Kara and Gwen stood across from him. Gwen in particular was holding a monitoring device and checking something.

While she was doing that, Kara looked at him.

"If it wasn't for the suit, I would have broken every bone in my body," Peter reminded her. Kara placed her hand on her hip and gave him one of those looks. She was well aware of that fact, and she didn't like that. "I know, I shouldn't be taking unnecessary risks, but I left the Vulture all tied up for the fine men and women in blue."

"How are you feeling?" Kara asked.

"A bit hungry," Peter said, looking at her with a smile.

"His vitals still check out," Gwen commented. She had her misgivings about the suit, but their modifications helped control the suit. Besides, it was a lot better Peter having the suit, and them monitoring how well it was used, then someone else having the suit and putting many people in danger.

"The suit really does work fine," he commented to them both of them.

"Which is far more than it started when you acquired it for the first time," Kara said. She understood that the suit could be more dangerous in the wrong hands. It was better for Peter to tame it, or her, to be more accurate.

Then again, it seemed like ever since he got his powers, Peter was doing his best that he can do to tame women, at least in his own ways.

Peter reflected to three months ago when he first got his hands on the suit. It had been a long and winding road to keep the suit tamed, but Peter thought that he was pretty close to figuring out to really do at.

At least that's what his assumption was. Peter shook his head and realized that he had a little help on that road, and by a little help, he meant a lot of help.

* * *

 

Three months ago, the question of how Peter Parker was hanging upside down in the middle of New York City, with a suit that he had no idea how he got it on him worried him something fierce. He tried to figure out what the problem was, but no matter how hard he racked his brain, he couldn't remember.

"Okay," Peter muttered. He didn't like it when his body acted in a way that it should not it. "I'd like to move now."

His muscles felt extremely tense when he tried to move. His weight felt like his joints were going to give out underneath the suit. There were numerous questions going through his mind. Was this some kind of HYDRA project that hitched a ride on his person? Peter didn't know, there were so many questions, and he didn't have as many answers as he would have liked. He struggled to hold himself against the wall. Peter felt weird things going on with his body.

"Just relax," something whispered in his ear.

"Relax?" Peter asked. The alarm rising through his tone was obvious. It was almost like he heard voices inside his head. "Relax, wait, who am I talking to?"

"You have been chosen, you are the one that is worthy for this power," the voice informed him.

"Gwen, if you're there, please pick up," Peter muttered urgently out of the side of his mouth. He was trying to get in touch with Gwen without letting the voice inside his head. Peter could hear the crackling in the head set. It was almost like that something was blocking out his contact to the outside world.

' _I don't like this, I don't like this at all,'_ Peter mentally thought to himself. He tried to struggle to hold his head up, but there was absolutely nothing.

Peter tapped the side of his head, but there was nothing. A pair of web lines shot out of the side of his outfit and yanked him away.

He felt like he was on the world's most uncomfortable and unsettling rollercoaster. His head started spinning when he was launched halfway across the city. His head kept throbbing when he was pulled away and he nearly smacked against the side of the building.

"Okay, could you please ease up just a little bit?" Spider-Man asked. The web line pulled him forward.

"Need to get away, to conclude the process," the voice in his head said.

"What process?" Spider-Man asked. He hated sounding so nervous, especially when he was pulled away across the city, but he did sound a fair bit nervous. It was almost like he had been yanked around the city against his will.

A little way from him, Gwen arrived. She noticed that Peter was missing. That normally wasn't a bad thing, but there was a weird signal coming from the communication headset that she had linked up with him.

Looking over her shoulder, Gwen spotted Kara showing up. Kara turned up next to her, dressed and ready for a battle.

"Any luck?" Gwen asked her.

"I know what's happening," Kara said. "My mother wants to talk to you."

Gwen wondered what this is all about. "Yes, Alura, what is it?"

"There was an alien lifeform that escaped when I left the planet, Brainiac discovered it and he studied it," Alura said. "It's a symbiote, in theory, it should be able to enhance any amount of DNA, and cause anyone who comes into contact with it to grow stronger."

"In theory?" Gwen asked. She already wasn't liking theories.

"The symbiote needs to be tempered in some way, and there might be a snag in it," Alura informed them both. Kara listened to what her mother had to say. "Brainiac combined some of the enhanced OZ DNA coming from the Dark Spider to an attempt to see how this symbiote evolved or rather how her DNA would involve when combined with the symbiote."

"And given that her DNA is close enough to Peter, it wants to bond with him," Gwen answered. She pinched the bridge of her nose.

Kara spun around, looking over her shoulder. She could have sworn that she heard something rustling in the shadows. It gave her a sense of some kind of horror movie. Kara's blood started to run cold the more that she looked over her shoulder.

"Kara?" Gwen asked her, nervously eying her.

"I'm fine," Kara murmured underneath her breath. She turned her head back and waited for something to happen.

"Are you sure?" Gwen asked her.

"Yeah, I'm positive," Kara persisted urgently. "I don't want anything to happen to Peter though like what happened to the others."

"What happened to the others?" Gwen asked. Kara hesitated for a moment. Gwen put her hand on her fellow scientist's shoulder and steered her. "If there's something that I need you know, you better tell me now."

Kara hesitated a little bit. "Well it fed off of the body fluids of the others. That's what it needs to be sustained. I'm pretty sure that they were genetically engineered to be high tech battle suit a long time ago, but they were turned into weapons."

Gwen appreciated Kara's blunt honesty. The brainy girl bit down on her lip.

"What is the suits weakness?" Gwen asked.

"Fire and sonics," Alura piped in. "But removing the suit from Peter might be a problem. You're going to have to subdue him until I can run tests."

"Subdue him?" Kara asked. She was actually amazed at the potential strength that Spider-Man exhibited and he was potentially able to push himself even further. So subduing him seemed like an alarming prospect. "Okay, that's not really a problem, I've got an idea."

"You do?" Gwen asked. She decided to defer to Kara on this one, and listen closely to her hand. The blonde's ears opened up and she listened to hear what Kara had to say.

Elsewhere in the city, Peter Parker really wanted to get off of this ride. This crazy mystery suit was taking him for a joy ride.

"Some might struggle, but we can become one and we can become one together," the voice whispered.

"Okay, this is the point where most people start taking out a restraining order on their perspective other," Peter said. "Why are you doing this?"

"Why do human beings breathe?" the voice asked. "It is not something that we do out of desire, but rather out of a need to survive. Each and every individual being has a desire to be something more."

Peter didn't know what to quite say about this. He did think that he was getting dragged halfway around the city in some kind of crazy joyride. His head rattled.

"It's not because I wish to do, but because I must, and we will become one in a symbiotic relationship," the voice in her head whispered.

Suddenly, a blast of fire caused the suit to give an angry growl. Peter looked up and he could see Kara's fist come down into his face with a brutal attack.

"Peter, I'm really sorry about this," Kara said. She dodged the Symbiote tendrils, one of them made its way underneath her skirt. She yelped when it tried to take her. Kara used her heat vision and that caused the suit to burn suddenly. She dodged the attacks, and seconds later, Gwen joined her. Gwen frowned when she saw what Kara was doing.

"Remember, Peter's still in the suit, so try not to hurt him," Gwen said. She used her own fire attacks to back the suit off, surrounding it in a ring of fire.

"Right," Kara said. "His headset is still working, isn't it?"

"Yes," Gwen confirmed. Kara took the remote setup from Gwen. Gwen looked at Kara with a concerned expression on her face. "But what are you going to do?"

"Sonics, it hurts the suit, and I have a feeling we can subdue it with the right frequency," Kara said.

She hoped that her theory proved to be true. Kara would find out whether or not her plan would work in a few seconds.

The sonic pulse knocked Peter out and knocked the suit out. The suit was still attached to him, and Kara frowned when she kneeled down at him.

"He's fine," Kara said. "He's still breathing inside the suit at least."

"Thankfully," Gwen confirmed. She trusted that Kara knew what she was doing. The two of them scooped up Peter and Kara used her flight patterns to move themselves halfway across the city.

Their next stop was the Baxter Building.

* * *

 

Susan Storm found herself submerged in the seventh level of geek heaven. She could just imagine what the reaction of the other members of the Fantastic Four would be, Reed likely would pay attention to this. But they were off doing whatever and she was left with the ball.

She waited for Peter to be placed into the containment tank. The suit fastened around his body, fitting around him like it was a second layer of skin.

"I have to say, you were right to come here, because we've got the facilities to deal with this suit," Sue informed them. "And this is so amazing. I've never seen anything like this in my life."

Sue's eyes were widened. Gwen pinched her gently and that caused her to go invisible randomly at the surprise of that action. "Sorry, it's just that…"

"It's different, and you really want to see what makes it tick," Gwen informed her. Sue nodded in agreement. "Trust me, I understand that."

"That's great," Sue answered. She could see the vital signs of the suit.

Seconds later, Kara and Alura joined them. It had not been that long since Alura had been rescued from HYDRA and Brainiac and she was still a bit weary.

"You know, we can handle this, you should get some rest," Gwen said, to the older alien female. Alura frowned and she clapped her hands to her hips. "I know, you won't, because you are exactly like your daughter."

Kara smiled at the fact that she was compared to her mother. Gwen couldn't really even begin to guess how much that really meant to her, but that meant a whole lot to Kara. That meant far more than she could ever know.

"The suit feeds off of fluids to sustain itself," Alura informed Sue.

"Great, wait a minute, by fluids can that also mean…" Sue said. She trailed off. "And it's….it's increasing his pheromone output in an attempt to keep up with the needs of the suit."

"Well, that's really not that much of a change," Gwen said. Normally she had better control around Peter, but now she wanted to jump him and jump all of the women in the room around him. More so than normally, she meant. It was getting to become an addictive high. It took a lot of focus to get her inhibitions back in line. "The question is, can we get the suit…off of him."

"We can, but it could be a blessing in disguise," Alura said. She scanned it. "Removing the suit at this point is possible, but if he is able to control the suit, he could be better than he is right now."

"And by better than he is right now, you mean….." Kara said, trailing off.

"At all aspects, not just sexual ones," Alura said. She closed her eyes and mentally counted to ten. Her nipples grew hard against her top against her shirt and it was hard to keep her hormones at bay.

Alura managed to keep herself calm enough so she could start working with Alura in an attempt to get everything in order. Her breath hitched when she caught it and she got to work, in an attempt to stabilize Peter.

"Just hold on Peter, everything will be okay," Gwen informed him. She wondered if there was any chance to get the suit off of him.

"By keeping the suit on him, he can control it, but there is a chance that if he loses the suit, some more dangerous or brutal could get their hands on it," Alura said. It was almost like she had answered Kara's unasked question.

Sue was really interested in how this was supposed to work out. She was fairly interested in jumping on in and helping Peter experiment with ways to keep the suit at bay. The blonde's fingers brushed between her legs. She closed her eyes, taking a deep breath, and caused herself down.

Mentally, Sue counted to five in her head and shook her head to reboot her brain.

"The nano-bot infusion is go," Sue replied. She really hoped that this would work.

"And Peter's vital signs are stabilizing, although there is a spike of his pheromone levels, and…..is that Peter or the suit trying to do that?" Gwen asked. She turned to Alura, looking fairly nervous.

"A combination of both," Alura informed her. They were almost none. "You've known him the longest and you have powers, you can give the suit what it wants."

"Right, I can," Gwen answered. She stepped towards the chamber, but Kara stopped her, placing her hand on the side of her shoulder. Kara slowly turned Gwen where the two of them could face each other.

"You know, you don't have to do this alone," Kara reminded her.

"Thank you," Gwen said graciously. The two of them stepped inside.

"You better be prepared to back them up," Alura told Sue. Sue turned towards Alura and she could see the nipples of this MILF sticking out hard.

Sue was tempted to suck them. Granted, she was only about sixty two percent straight, so she wasn't surprised. That being said, she was never that shameless.

"Aren't you going to join us?" Sue asked. She realized how much that would make her sound so wanton and rightfully so. Her thighs rubbed together, thinking about what she might be able to do. That caused her heart to beat even faster against her chest.

"It's sorely tempting to do so, but I figure that someone has to monitor any changes," Alura said.

Gwen and Kara were the first round, Sue was the back up. Alura was observing. She summoned every bit of self-control she had, she needed it.

"It's alright, Peter, we're here for you," Gwen said. She touched his chest. It felt surprisingly warm with the suit on.

The bottom half retracted, which gave her and Kara fairly easy access to what they wanted to do.

Gwen felt his throbbing cock pretty much smack her in the face. She caught it in her hand. The right amount of heat caused the handjob that Gwen gave him to be unbearable.

"So, it wants fluids does it?" Kara asked. She hovered in the air where she was right next to Peter's face. Her legs spread a little bit. "Well, maybe I should feed it."

She was so wet that she could bring life to an area that went with a year without rain. Peter reached one hand up, and some tendrils shot out, pulling Kara's panties off.

Her beautiful pink pussy was exposed. The beautiful alien woman felt Peter's tongue go into her snatch. A breath escaped her body when she closed her legs around his head.

Gwen felt the taste of him down below to be intoxicating. It was almost like his cock stretched further than possible to touch her lips. Gwen licked his crown and slowly made her way down.

Her throat expanded and allowed her to take Peter deep down her throat. It was one solid motion and Gwen nearly choked on his cock when it entered her throat. Tilting back, Gwen felt him enter the back of her throat.

Gwen slowly bobbed back and forth, bringing more of his member down into her throat. She held onto his balls and rubbed them, trying to gain traction and momentum.

Peter lapped up Kara's juices like a dying man. Her strong, sexy legs wrapped around the top of his head and in response, the web slinger inhaled her juices.

"Oh, lick me dry," Kara breathed. Peter's tongue stuck to the inside of her, rotating around her. This oral stimulation made Kara felt extremely good.

"Keep feeding her, honey," Alura said. She could see that her theory worked, but there was more requirements needed.

Gwen meanwhile exposed her pussy, after lubricating Peter's cock. His cock stood tall and Gwen's pussy was wet. She rubbed her lips and positioned himself.

"Peter, god, you're bigger than ever before," Gwen groaned. She pushed herself down onto Peter, spiking her body down onto him.

It was almost like the material forced a second cock. Gwen raised her eyebrow suddenly. She slowly felt it up and down, and it seemed rather real.

"This defies all scientific logic," Gwen commented.

"Looks like a Hentei fan's wet dream to me," Sue commented. She pulled down the blue fabric of the uniform. "But I need to get in there and get a closer…um, look…oh my!"

Peter's tendrils shot a bit too close towards her and pulled Sue into the chamber. It slowly disrobed her, using the tentacle like objects.

"Most certainly something out of a really bad Hentai," Sue moaned. She felt Peter's tendrils wrap around her nipples and slowly pleasure them. Her body shook all over with increased pleasure.

"Are you complaining?" Peter asked her. He massaged her nipples and rolled down her body.

"Nice to see you're….oh awake," Sue breathed. She could feel it forming into more of a cock and brushing down her lips.

Kara felt Peter's slimy tongue work into her pussy. She wanted more. Something hot and slimy brushed up against her asshole and that caused her breathing.

Gwen kept riding his cock. Her pussy felt overheated and she released an abundance of juices.

"Yes, yes, oh, Gwen, that feels so good," Peter grunted. The suit was going crazy.

Sue wanted a piece of that action in the center, but she was willing to wait. And it looked like Kara was going to get a piece of the action next. Peter's tongue and one of the tentacles stimulated her ass and pussy respectfully.

Peter pulled away and allowed Gwen to sink to the ground. Sue decided to get between Gwen's thighs. She couldn't resist herself.

The web slinger reached over and grabbed Sue's shapely ass. He aimed towards her and slammed himself into her. It felt good to be inside such a warm sheath of flesh.

Sue could not believe that she felt something so good. He was pumping into her and he gave a perfect amount of lubrication.

"Hey, no far," Kara replied. She did a back bend in midair, mostly so she could get a better look at the fucking going on down. "My turn."

Kara felt Peter's tongue hit her G-spot, and hard.

"Kara, what have I told you about patience, honey?" Alura asked. She closed her eyes and tried to keep her mind on the tests she was running.

"Why don't you step a little closer, Mother, I swear I didn't hear you," Kara hissed through her teeth. The sweet pleasure of the orgasm filled her body.

Alura shook her head. No matter how much she wanted to join the fun, she still had to monitor what was going on around her.

Kara hated her mother's self-control. Her juices splashed Peter's face from the latest orgasm. He sucked them up like a dying man.

"It's getting easier to control this," Peter said. He continued to nibble on Kara's peach when he was saying it. That sent jolts of pleasure through her body.

"Good to see….one of us is having control right about now," Kara breathed. She could feel Peter's talented tongue work her into an orgasm. She placed her hands down onto the top of his head and rocked back and forth.

Kara lost control of her ability to remain floating in the air. She made her way down to Earth.

Instantly, Peter pounced on her with the attack. Some vicious tentacles ripped into her, shredding her outfit off. Her perky breasts exposed towards him. Peter attacked them, molesting them.

Sue was feeling the pleasure of his manhood going into her body. She thought that she never would feel anything so good in her life. His strong hand slapped against her rear.

"Getting closer," Peter grunted. He could feel his balls sizing up. There was enough cum stored in them to flood an entire village of women, he was sure.

Sue moaned into Gwen's pussy. She could feel the pheromone output causing her body to become unbelievable and wet.

Two more thrusts, and Peter burst into her ass. He held onto Sue's shapely ass and kept planting his seed into her. Thrust after thrust of thick seed entered her body. Peter threw his hips forward and launched his load into Sue's body.

He rested on her back and Peter's cum flowed from her ass. Kara eyed it and Peter encouraged her to go forward.

Kara took full advantage of his encouragement and grabbed Sue's ass. She buried her tongue into Sue's sweet rosebud and licked the cum from it.

That caused both the internal desire in Peter and the desire of the suit to increase. His massive cock was about ready to break free.

The second Kara pulled herself up, Peter pushed her against the wall. The fact that he had such a strong girl pushed against the wall and was about ready to have his way with her made him throb.

"Take me, please," Kara breathed. Her pussy lips sang for him. She wanted him inside her and in the worst way. "I'm wet, now."

Peter noticed that. He rubbed his throbbing tool against her welcoming lips. She almost was about ready to take him inside her.

Kara spread her legs and was ready to take his massive manhood into her. She panted when he slid into her body, filling her up completely.

"Yes, just like that," Kara murmured. She felt his hands rock into her body, nearly pulling all the way out of her and then pushing back into her. That sent sparks rolling through her body.

His hands played with her breasts.

"Stay with him, Kara," Alura breathed. She rotated her finger a little bit between her legs. Closing her eyes, the alien MILF counted to ten and felt the pull her daughter felt.

He was primal even more he got the suit. Alura couldn't really figure out what he was. All she knew was that Kara was screaming when she impaled herself onto his throbbing cock and he impaled himself into her.

Kara clenched onto the back of Peter's back. She was able to get a good enough handle .Gwen and Sue rested in an extremely erotic sixty-nine position and Kara felt the heat keep pulsing from her leg.

It was hot, so very hot. It was so hot that it almost hurt. Kara breathed in and breathed out, her nipples growing as hard as they could. She felt Peter pinching them.

"Dirty girl, look how much you're cumming," Peter said. His tongue licked the lobe of Kara's ear.

"Don't hog him too long," Gwen replied. While Sue's tongue was extremely talented, she wanted another go around.

"I'm pretty sure that you're just going to have to learn to share, even more," Kara said. Her soft, but firm legs, wrapped around Peter and held in her eager lover tight. She encouraged him to bury himself into her body.

"Yes, share, fuck, I give you bitches more than enough of a taste," Gwen breathed, her fingers brushing against her.

Peter's fingers appeared to extend, but that was just a nice little trick of the suit. "Is that better, honey?"

"Better, for now," Gwen panted. She felt the vaginal stimulation. Sue got some of her own, not to be left.

Kara took his cock all the way into her. Her walls extended to allow his prime piece of meat into her body. His fingers tempted her ass. The sensation of emotions Kara felt amazed her.

Her hips clenched him. "Jesus, Kara."

"Yes, I know, I'm that hot," Kara said. She thought that she was going to get a big load of his enhanced cum into her pussy. Her lips rubbed him.

Gwen and Sue's orgasms escalated suddenly. Alura watched and made a few notes. Peter's connection with the suit was growing stronger as these two girls were helping him bond with the suit. Alura kept her hands folded properly.

Kara's walls closed around him and she came, just seconds before Peter did. The moment Peter came, with Kara's juicy walls milking him, Alura noticed an increased spike of pheromones and her panties were soaked completely through at the sheer force of what happened. The bliss filled by anyone nearby could not be met by any substance.

The suit was at ease, having gotten what she wanted. She had found the perfect partner to get everything she desired.

Peter's cock shuddered to a stock, causing Kara's center to overflow with cum. Thankfully, Sue and Gwen were there to help clean the girl out, because that was what good friends did.

Once again, Peter's cock hardened at the display and he had his pick of Gwen Stacy or Susan Storm.

That was one of life's great decisions.

* * *

 

It took about fourteen hours for them to get control, but Peter remembered that he had control. He could feel Kara's hands all over him when he flashed back to the present day.

"Sorry, just making sure everything is there completely," Kara informed him. It had been over a month since Peter had been bonded with the suit. It was getting easier for him to control every night.

And also, Kara was happy to say that he hadn't lost his identity without the suit. It went without saying that her mother was a genius. And Gwen was and Susan was as well. Kara supposed that she was, but she didn't think that she could live up to those standards.

Half of the fun of trying to live up to those standards was trying to do so. Kara wasn't going to lie.

"Okay, I'm sure that we can give Peter a full checkup," Gwen said. She placed her hand on the side of Peter's shoulder and smiled. "But first….."

The Vulture was wrapped up for the police. Spider-Man had been dealing with a few members of his rogue's gallery. Given the Vulture's upgrades, word had spread about his suit, and they were stepping up their games. That was fine, because Spider-Man was also stepping up his game.

"Have to say, I'm loving the new suit."

Peter stood there and saw Betty Brant standing there, dressed in a nice business suit. She smiled when she approached him. Her hands wrapped around him, and the mask retracted a little bit, to reveal his face so they could easily kiss. Betty gave him a passionate, if not too brief greeting.

"And it's easy access as well," Betty said. She leaned back and gave Peter a nice going over. "But the real question is, is it easy access in other ways?"

Peter raised his eyebrow, looking towards Betty with a slight smile crossing his face. "Wouldn't you like to find out, Miss Brant?"

"Yes, I would, Mr. Parker," Betty said in a flirty tone in his ear. She could feel the suit move against her. "And there's a certain hentai potential with this suit, isn't there?"

"You aren't the only woman who has figured that out," Peter informed her.

"No, you hang around with some pretty dirty minded bitches," Betty said. She ran her hand down his chest, surprising how warm it felt. Her fingers teased a bit below, before she pulled away. "So….how about a private interview sometime? I'd love to hear the story behind the new suit. Obviously nothing too personal, because the last thing you need is some really bad guy discovering the suit's weakness and hurting you."

"Don't want that," Peter agreed. "A bunch of us are planning a night out this weekend."

"That's pretty bold making plans that far in advance, knowing your luck," Betty said. She heard a phone ring. "And that's Jonah, wanting his story, and hoping that our photographer has pictures….pictures of Spider-Man!"

She did such a picture perfect impression of the Jolly One that it was really scary. Peter shuddered, but it was in good humor.

"In other news, just another day that ends in a Y" Peter replied with a cheeky smile.

Betty smiled and gave him another kiss. Their lips smashed against each other. It was very tempting to leave her lover for J. Jonah Jameson, but duty called.

"See you around," Betty said. She closed her eyes, running her finger down his chest and leaving.

"Well, I think we better get home," Gwen told him. Kara pressed onto his other side.

"Yes, that was a night well spent," Kara said. She almost licked his ear.

"Fly us out of here before it drives us insane," Gwen replied. She could feel the friction rising between her legs and there was only one thing to fill the void.

"Well, that's my theory, his adrenaline pumps, the symbiote increases his pheromone output," Alura declared over the headset.

"Yes," Gwen agreed, when they headed off to release some added tension, yet again.

* * *

 

**To Be Continued on March 19** **th** **, 2015**


	42. New Goblin in Town Part One

**Chapter Forty-Two: A New Goblin in Town Part One:**

* * *

 

It was a fairly quiet and relaxing Thursday afternoon. Peter Parker for one didn't really want to say exactly too quiet it was, given that caused things to be jinxed. Gwen and Kara kept him company, or rather Peter and Gwen were keeping Kara company. Kara was waiting at the designated meeting place for someone to arrive to meet her.

As if almost on cue, a rather an attractive dark haired female turned up. She looked to be fairly tall, with bright blue eyes that shined gorgeously. She had an extremely fit body, with a black top that fitted around her large chest, a black jean jacket with bracelets, tight black pants, and boots. Her midnight black hair was tied back.

"Donna!" Kara exclaimed in excitement. She nearly flew forward to greet her friend, but remembered that she was out in the middle of New York City. It wouldn't be well for people to see that Kara Danvers could float around with Flamebird's powers. They might start asking too many questions.

She did wrap her friend up into a tight hug, pulling her in closely. Donna closed her eyes and smiled, feeling Kara's arms wrap around her. The strength might be crushing to some. Donna was the few people who really could handle it.

Donna instantly pulled back with a smile on her face.

"Kara, it's good to see you again," Donna said. She had been out of the country for a few weeks and given some of the things she heard, she missed a bit of excitement.

"You remember Peter and Gwen, don't you?" Kara asked. Donna nodded with a smile on her face.

"How could I forget?" Donna asked. She spent an equal amount of time sizing both Peter and Gwen up with her eyes. "I'm Donna Troy."

"Don't worry, Donna, we remember you as well," Peter commented with a winning smile. She returned it, sizing him up nicely with her eyes.

"It is a pleasure to meet you again, Donna," Gwen said.

"Likewise," Donna said. She turned towards the group with a big smile on her face. It was pretty infectious. "I've got some good news."

"What kind of good news?" Kara asked. She could tell Donna was about ready to get excited.

"Well, I finally begged and pleaded, and I'll be over in New York a lot more," Donna informed them. She looked excited, especially considering that she was going to spend more time with her best friend, her girlfriend, and her boyfriend. Well she only met the second two in passing, but she would be glad to get to know them quite nicely. "Mother has agreed that I get to go over to ESU. I knocked it out of the park on my entrance exams, so I'll be joining you guys next semester."

"That's great," Peter said with a warm voice.

"I know, I was a bit worried, but I pulled through," Donna answered. "But, I'll need someone to show me around. I've been in New York a few times, but I have to admit that I really don't know the lay of the land all that much."

"Well, I'm sure that Peter will be more than happy to help you," Gwen answered.

"Yes, if you're willing to have me," Peter said.

Donna thought about it for a moment and she nodded in response.

"Yeah, I want you," Donna said. She realized what she said, almost tripping over her tongue. The Amazon Princess flushed in excitement. She quickly backtracked over what she said. "I want you to show me around, that would be great. And I'm sure that my sister will be coming to meet us one of these days. She just has to stop being busy."

"Carol's just as busy, after the entire mess with HYDRA," Kara said. "And also the super bitch that's now in charge of what used to be SHIELD really isn't doing her any favors."

"I thought that Hill would have gotten the role," Peter suggested.

"No, they wanted someone who wasn't a Fury loyalist," Kara informed him. This was what Carol told Kara anyway. "She regrets that she had to cancel at the last minute, but she'll make it up next time, she swears."

"If I know Carol, she'll make the wait more than worth it," Peter replied. He gave Kara a smile and added something. "And speaking of family members, how did things go with your cousin?"

That question would have to wait for a second when there was a loud explosion. Donna nearly jumped halfway up in the air. Her instincts were heightened and she looked over her shoulder towards the group.

"What is going on?" Donna asked.

"Just another day in New York," Peter replied, and he slipped off. "I've got to go check up on something."

"Yeah, I'll go see if I can't call someone, my father, make sure the police know about this," Gwen said, making her excuses so she could depart as well.

Donna wondered how transparent they could be about their excuses. She turned around and saw that Kara was gone, faster than a speeding bullet. That left Donna standing there, holding the bags, fairly literally in her case. The Amazon Princess sighed in response.

Spider-Man showed up, followed by Flamebird and the Goblin Queen.

"And we're a bit too late," Spider-Man said. He hated when the bad guys slipped away like that, it made him feel really bad and feel like he failed big time.

He could see the shell shocked crowd around. The web slinger moved around in the crowd and helped a woman who was down on the ground up to her feet. Kara stepped forward and picked up something. She held it in her hand and turned it over. "Look at this."

Gwen and Peter both looked at it. It was a broken up shell a pumpkin bomb. The woman Peter held up opened her mouth and closed it. Her eyes glazed over in absolute terror when Peter held her.

The large spider like super hero in the black suit wasn't helping her any. Her mouth opened and closed. It seemed like she was terrified beyond all belief.

"Goblin," another man whispered in a hoarse voice. He seemed broken and unable to say anything. "Goblin."

"Did he say goblin?" Kara asked, hoping that she didn't hear him right.

Gwen nodded with a frown and she confirmed things in a dire tone of voice. "He said Goblin."

"So, is he talking about you?" Kara asked. Gwen responded by shrugging her shoulders. They all had a bad feeling about this one.

There was the familiar whirling of helicopters and Peter looked up. He could see a group of men and women in uniforms make their way down from the ground.

"Goblin, Goblin," one of them breathed in a panicked voice. The woman who spoke now didn't want to let go of Spider-Man. He looked terrified beyond all belief when he hung onto Spider-Man's arm.

"Clear out to the area!" a booming voice yelled. That caused Kara to roll her eyes, fold her arms, and bite down on her lip. It was like she was biting back some kind of sarcastic remark.

A large black woman crossed the area. The three members of team Spider-Man turned around to face her. She was the definition of the type of woman that you didn't take shit from.

"This area is to be cleared out, it's now underneath the jurisdiction of ARGUS," the woman declared in a booming voice.

"Great, ARGUS, are you the new SHIELD?" Gwen asked. She was not in the mood to deal with another one of these people. At least with Fury, she almost got along with him. Almost, she never quite recovered from that entire kidnapping Peter thing a couple of years ago. There were just some things that she couldn't forgive.

"Just who are you anyway?" Peter asked.

"My name is Amanda Waller and you'd do to remember it, Mr. Parker," she said to him.

"Hey, hey, lady, ease up on the secret identity," Peter said. He couldn't believe how casually she spoke his real name.

"You'd do well to remember that I'm not Nick Fury," Waller countered.

"Well, unless Fury got a sex change, I would have to agree with you," Peter bit back. "So you're the new person in charge of this entire super spy mess, aren't you?"

"Yes, I am, and unless you want to formally join and work for me, I suggest that you stay out of my way," Waller said. She looked to be the type of woman that you wouldn't want to mess with.

"Okay, have fun," Peter said, waving his hands in response. This was not a woman he thought that an argument would end too favorably against. He was going to have to do his own investigation later on.

* * *

 

"Oh you meant the charming and lovely Amanda Waller, didn't you?" Chloe asked over the Internet connection that she was on. "We shouldn't really have been surprised that she was the next one in line for the job. It's a wonder that I kept my skin intact. At least, I got some credit for helping uncover that entire HYDRA mess. I'm just going to have to be careful, since I used my one get out of Jail Free Card."

Kara had taken Donna back to her penthouse. Jessica had joined Peter and Gwen to discuss what happened. The destruction of several buildings that had chemicals were fresh on their mind, but the scheme in particular was pretty much lost.

"Just be careful, Chloe, for our sake as much as yours," Gwen said.

Jessica was quiet this entire time. At least until she spoke up. "Are you sure that they said Goblin?"

"We're positive that at least two of them said Goblin," Peter said. "And I doubt that Gwen was terrorizing them in her off time."

"Unless there's something that you want to tell us," Chloe said. She paused as she could feel Gwen's piercing glare through the Internet connection. "Yeah, I didn't think that there was anything that you wanted to tell us. You really can't really blame a girl for thinking about all of the possibilities."

"You mean some kind of OZ formula side effect," Gwen said slowly .Despite her initial anger at Chloe's theory, Gwen was more or less ready to entertain the possibility that something really wrong was going around here.

"Well, Norman Osborn and the Green Goblin were two separate split personalities," Chloe answered.

"Oh, I'm sure that Osborn was capable of that kind of darkness, with or without the OZ," Jessica argued. The experiments that he performed on her, with Octavius were done before he acquired the Oz were proof of that. She frowned deeply. "It was just that one little nudge that sent him over the edge into…"

"Batshit territory land, yeah I know," Chloe said.

Peter had another theory. "Do you think that there could be some rogue SHIELD agents that could be behind this? It wouldn't be the first time that one of their experiments went nose up and screwed innocent people over."

Chloe placed her hand underneath her chin and pondered. She gave a soft "hmm" as she considered all angles. "You know, I wouldn't be surprised if it was a possibility. Actually it's one that we should consider."

"That's the most likely thing," Gwen said. "There is another alternative though."

"I swear, if you say clone…" Peter answered. Gwen shook her head, causing Peter to be silent.

"It could be clone, but I'm not thinking clone, at least not this one," Gwen replied. "We don't even know where Osborn's body is. Someone could have gotten their hands on him."

"Are you saying HYDRA?" Jessica asked in surprised. She wasn't going to lie, that was something that alarmed her a great deal. Peter reached towards her and placed his hand onto hers. That calmed her down a fair bit. She breathed in response. "Actually that would be…"

"Not the worst possibility out of all of this insanity," Peter reminded her. Jessica corked an eyebrow. She was about to ask how anything could be worse than HYDRA, but she didn't really have the stomach to ask such a question. She knew that it wouldn't end well. "It could be one of the many other Alphabet soup criminal organizations out there as well."

"Well, there are a few contenders out there," Chloe said. "Or it could be OsCorp itself. You know the prodigal son returned a long time ago."

"Do you think that Harry could have gotten hopped up on the goblin juice?" Peter asked. He had not talked to his former friend in years. He tried to call him to arrange a reunion, but Harry had decided not to return his calls. Something happened that caused Harry to break and cause him to leave to Europe five years ago. He didn't come back the same.

He left and came back an entirely different person.

"It's a possibility," Chloe admitted.

"He always wanted to live up to his father's legacy," Gwen reminded Peter.

"Is this going to the worst possible extreme though?" Peter asked her.

"Maybe," Jessica said. "But we don't know anything that's happening. We were shooed out of the scene of the crime before we can uncover any evidence."

"You know, maybe I should head back to the scene, to see if I can snoop around," Peter replied as the suit shifted into Spider-Man. "With the black suit, I can get around in the dead of the night. It was hard to hide out in the day."

"You do realize that Waller will have people around," Chloe answered.

Gwen smiled. "I think we realize that, but honestly, how much worse is she than Fury?"

"You really want me to answer that?" Chloe asked. Gwen raised her eyebrow when Chloe looked back at her over the video chat. "Because, I swear that you don't want me to answer that. She's named the Wall for a reason and no, it's not because of her girth. She's stubborn as one."

"Yeah, got that much, thanks, I'll be careful," Peter said. Jessica looked at him with a frown.

"Are you sure that you don't want one of us to come with you?" Jessica asked.

"There's the headset in case I need any help," Peter informed her. "Thanks for the offer, Jess, but I'm sure that Kara and Donna will be back here in a moment."

"Barbara might be flying in as well to meet them," Gwen reminded them all.

"Oh, that's great, all of the Super Best Friends Forever in one place, at one time," Chloe replied. "Why do I sense some level of impending doom coming along?"

"Oh, you're impending doom sense is tingling?" Peter asked her. There was a smug smile on his face when he prepared to left.

The Penthouse they were in might not be Avengers Tower, but damn if it didn't suit Peter for his purposes. Helena helped pay the difference to get it, but between the patents Peter, Gwen, and Kara all had, they were able to get a pretty nice place and upgrade some of the tech that they had. Again, they didn't have Tony Stark money or Tony Stark resources, but they did more than good and that was sufficient.

Peter was heading back to the scene of the crime. He seamlessly moved into the darkness.

* * *

 

The dark suited Spider Themed hero thought it was quiet. He wouldn't catch himself saying that it was too quiet, because that was a road that lead down to madness, and plenty of it. The web slinger dropped down to the ground. He was careful not to disturb anything.

The scene of the crime was still heavily guarded. Spider-Man scaled to the ceiling and made his way past a pair of inattentive guards.

That was just the guards that he could see. Peter would be a fool to think that those were the only guards in the place.

Scaling over the ceiling, Peter made his way inside to the main lab. The web slinger was about ready to lower down when he heard something in his ear.

There was a whizzing of a gas canister and it broke on the ground, causing choking gas to fill the air around them.

Peter could see a sleek figure dressed in black make her way inside. She was dressed in a form fitting bodysuit.

He dropped down to face her, getting behind her, and took her down to the ground.

Natasha Romanov wondered how the hell someone could get the drop on her. She wiggled out of the grip and slid backwards. The woman nearly was surprised and she snapped back an attack, but found that her enemy was behind her and forced her down to the ground.

"Getting sloppy, Natasha," Peter muttered in her ear. He grinded against her shapely rear as much as she would dare with a smile on his face.

The Black Widow got to her feet. There was another figure who made her way there. She was in an equal tight bodysuit, although she had blonde hair was opposed to red.

"I'm surprised that you were that sloppy, Widow," Bobbi Morse, better known as the codename Mockingbird, replied. Her lips curled into a smile. "I have to say, I love the red and blue as much as the next girl, but the new outfit is better than ever."

Natasha shook her head. She heard things about the new suit and she was interested about testing the capabilities as much as a next person.

"So, what brings two of my favorite spies to town?" Peter asked them. "Did you sell out to the Wall?"

"Please, like we'd ever," Bobbi said, rolling her eyes in response. "We've been in touch with Indigo, and she mentioned that you'd be in town."

"Oh, Chloe sent you to babysit me," Peter said.

"No, we're just investigating the entire Goblin mess off of the books," Bobbi answered. She looked towards one of the cabinets. "And I don't think we're going to find anything here. Unless we have an inventory what is stolen."

"Which makes it difficult because Gwen searched, Kitty searched, Barbara searched, and Chloe searched, and the records were deleted," Peter said. "And those are four people that could uncover the list, if it exists."

"Unless there is a hard copy in here somewhere," Natasha suggested. Sometimes, it really was best to get back to basics and that meant uncovering things the hard way.

"That gas canister won't keep them unconcious forever," Bobbi reminded Natasha. The spy turned towards Natasha and smiled at her.

"It will be sufficient enough to keep them out until we're done here," Natasha answered her. She thumbed her finger through the filing cabinets. "But, uncovering Osborn's body might be a bigger problem."

"Oh?" Peter asked.

"Yes, oh," Bobbi said. She barely was able to crack a straight face. "I haven't been able to get a straight answer regarding the whereabouts of Osborn's body or whether or not it's missing. It got lost in the shuffle in the entire HYDRA mess."

"HYDRA has their own problems to deal with now," Natasha said. "I'm surprised that you don't know…"

"She….is fiercely independent, what do you want to me to do, handcuff her to the bed to prevent her from killing anyone?" Peter asked.

"That worked well enough when I was trained," Natasha said without skipping a beat. "The Dark Spider is a fugitive being hunted by ARGUS and you know it won't be long before Waller starts trying to get information out of you."

"Hey, how bad can she be?" Peter asked.

"I thought we had that discussion not to ask that question, because the only road it leads down to is pure and utter madness," Chloe piped in over the communication link. Peter's gaze rolled over towards her. "Oh, and it so happens that I got some information. Our goblin friend has struck again. It would help if I had a full formula for OZ."

"Believe me, if it was that easy to obtain, HYDRA wouldn't have went through their convoluted plot to get it the first time around," Peter reminded her.

"Fair enough," Chloe said. "But, there were partial records in the SHIELD database that I managed to copy before the government seized every bit of information."

"Including the secret identities of every single super hero in existence, thank you very much Fury," Peter said. Bobbi placed her hand on his shoulder and allowed him to be calmed straight away.

"Hey, give me some credit, I deleted those and made it so that information could not be recovered," Chloe said. "But, I'm sure that those who you don't want to know, found in other ways."

"Like Waller," Peter said. "What was her problem anyway?"

"She was married to Fury," Natasha answered.

Peter raised his eyebrow. "Seriously?"

"Do I look anything, but serious?" Natasha asked.

"Yes, you look pretty serious," Peter agreed. He shook his head and Bobbi smiled. There was a lot about this entire situation that was almost amusing. They were no close to taking down this mysterious goblin individual though and that was a problem.

"You know, I might have a good idea where he might strike," Chloe replied. "It's really a crapshoot, but it's too much of a temptation for him to pass up."

Intrigue filled the minds, but Bobbi and Natasha understood things straight away. Peter raised his eyebrow and slowly he realized where Chloe was heading with this situation.

* * *

 

Natasha made her way into the ball room, incognito, dressed in a slinky black dress. That was more than enough to catch a few eyeballs for sure. She carefully walked around, it was key not to really draw that much attention to herself. If she drew any kind of attention, she would be in a fair amount of trouble and that was the last thing that she wanted to do at this delicate stage.

Bobbi joined her, dressed in an equally form fitting slinky silver dress. The two agents formally of SHIELD made their way to the benefit of some of the rich and famous.

"And there's Tony Stark," Bobbi muttered. She figured that Tony would be in the middle of this, with his latest flavor of the week clinging to his arm. Pepper might be around there somewhere, ready to sooth another potentially spurned woman. Good thing one of her many responsibilities was taking out the trash.

"That's going to be a restraining order waiting to happen," Natasha commented idly. She could tell that was the type of the woman that didn't want to let go.

The Black Widow's eyes could spot Helena Wayne standing in the shadows. She was talking to Emma Frost, who Natasha almost didn't recognize. It was odd to see the White Queen not wearing white, instead she wore a shimmering black dress that molded nicely to her curves.

"And there's the man of the hour, Wilson Fisk," Natasha commented.

"I thought an eclipse occurred," Bobbi quipped. She had to admit though that Fisk had about as big of a personality as he did a waist. The Agent of SHIELD smiled briskly when she awaited Fisk to step forward.

The man was known by SHIELD to be the Kingpin of Crime, the man who took over when Silvermane was sent up the river. Organized crime was not something that SHIELD concerned themselves with, rather they figured out the bigger picture.

Bobbi noticed that Helena was watching them watch the crowd. The eyes of the dark haired heiress combed the area.

"Why do I get the feeling that she's here for the same reason that we're here?" Bobbi asked Natasha.

Natasha allowed her eyebrow to lift lightly. That caused Bobbi to take half of a step back and frown in response.

"I know you're going to tell me to stay sharp, aren't you?" Bobbi asked. That was one of those statements that honestly went without saying.

Natasha raised an eyebrow and nodded in agreement. Bobbi shook her head, of course that's what Natasha was going to say.

She noticed a couple of the other New Year's most rich and infamous walking in. Donald Menken was Norman Osborn's right hand man in OsCorp. She saw Roderick Kingsley, perhaps the only man on Earth that was a more shameless man whore than Tony Stark, walking in with a woman that was about a fraction of his age.

Bobbi and Natasha exchanged the same look when they saw suspect number one of the entire Goblin Investigation make their way inside. They hated to leave this loose end tied up, even though they had no government agency to respond to.

The man of the hour was about ready to make his way up to the podium and make a speech that would knock their socks off. Wilson Fisk tapped on a glass of wine to get their attention. He had a few problems, namely one with the mysterious guardian devil of Hell's Kitchen disrupting some of his operations and that was his problem with Spider-Man as well. But he was able to turn that all around.

"It has been a rough couple of months for the people of New York and indeed, the United States of America," Fisk said. "Part of the problem is that the people in charge are allowing costumed vigilantes to run around unchecked. They complain about the problem of the vigilantes, but they are unable to find out an adequate enough solution."

The crowd hung on every single word Fisk said, but that was to be expected because he was an amazing public speaker.

There was a loud round of applause when the entire group was hanging on pretty much every single word Fisk had to offer. The big man had them all in the palm of his hand and he looked excited.

"I have privately funded a security force that will help clean up crime in New York City and make these masked vigilantes such as Spider-Man, obsolete," Fisk continued. "He won't be around for much longer. The Avengers, the Fantastic Four, all of them will no longer need to worry. My vast wealth and resources will be able to make the world a brighter and better place."

There was a round of applause. There were some people within the group that really didn't seem too impressed or buying what Fisk was selling. One of the top people who seemed agitated by what they were hearing was the one and only Helena Wayne, who looked at him with slight contempt.

"And I will be able to outsource this private security force straight to problem areas such as Gotham City," Fisk continued. "Gotham will no longer need to worry about its growing bat problem or some crazed killer clown terrorizing the populace."

There was even more applause and the Mayor of Gotham City was there as well and several other high ranking officials as well.

"In fact…."

There was a loud whistle and a scream when suddenly the doors to the grand ballroom blew open. An army of heavily armored thugs made their way onto the floor, blasting past security. All of them carried rocket launchers. The most curious thing about them was that they were wearing pumpkin masks.

The windows blew open and glass went flying everywhere. Roderick Kingsley's eyes went wide when the man flew inside. He dressed in purple and gold armor, carrying a bag and riding on a stolen glider. He looked around, his teeth getting wide and his ominous gaze swept over the entire room. Anyone who dared looked at him were quite frankly terrified by the situation at hand they were dealing with.

The guards tried to move, but the Goblin flicked a fireball at them.

"Behold, the new and improved goblin, the Hobgoblin!" he cackled. "Far better than the weak Norman Osborn version and tonight New Year's so called elite will crumble."

He swept over the crowd, grinning with a wide shit ass smile on his face.

"Oh, Spider-Man, I know there's a chance that you are out there or someone who knows you is out there, so if you don't come and face me within thirty minutes, the entire grand ball room of Fisk Tower becomes a raging inferno," he said. He followed up that threat with the most insidious laughter imaginable that echoed as far as anyone can hear.

* * *

 

**To Be Continued on March 22** **nd** **, 2015.**


	43. A New Goblin in Town Part Two

**Chapter Forty-Three: The New Goblin in Town Part Two.**

* * *

 

Around the same time that the ballroom at Fisk tower was being attacked, Spider-Man was on the hunt. He knew that the attack was about ready to happen, but he didn't know where. All he had to do was play the waiting game.

His spider sense went off and Spider-Man turned around. There was a whirl of a missile that was shot at his direction. The web slinger dodged the attack, doing a forward roll to avoid being brought to the ground. Spider-Man looked up and saw that there were a pair of local street toughs wearing pumpkin head masks.

Spider-Man raised his eyebrow when he saw the duo make their way over. They aimed their weapons at the web slinger. He whipped his wrists forward and disarmed them. He flipped himself down to the ground and landed with a huge thud down onto his feet.

"Come on, get him!" they yelled, trying for another attack.

"Sorry, you're going to have to do better than that," Spider-Man said. He wondered if these pumpkin masked toughs were connected to this mysterious new goblin. One of them aimed a glowing cattle prod and tried to stab it at Spider-Man. The web slinger avoided the attack. He shot a line of webbing and disarmed him.

A pair of pumpkin headed goons tried to take Spider-Man out. A sonic blur shot through the air and took them down from behind. They landed hard onto the ground and Flamebird was in there, knocking them around.

One of the goons raised his arms into the air and tried to attack her. The Goblin Queen took the goon's feet out from underneath him. He smashed his face onto the pavement from the impact.

"So, what do you suppose these guys are?" Goblin Queen asked. She took a swipe and knocked one of the goons out.

"I'm guessing either lost teenagers or adult failures," Spider-Man answered. He caught one of the goons off guard with a spider sense. He launched himself over the top of the head of one of the goons. Two lines of webbing shot out and he tied the goon up. The web slinger slammed a series of kicks into the back of the head of the goon and knocked him back down onto his face.

"It really doesn't matter, does it?" Kara asked. She smashed one of the pumpkin masks. The young woman lifted the man up and he spat at her. "Wrong move, genius."

The man was thrown onto the ground. There was a hard impact when he went careening against the ground.

The last goon was about ready to run off. The Goblin Queen blocked his exit with a wall of fire. The goon nearly slammed into the wall.

The web slinger webbed him up and held him up. There was a bit of amusing laughter coming from his enemy when Spider-Man held him hanging upside down.

"What's so funny?" Spider-Man asked him.

The pumpkin head goon's laughter continued to escalate. Before, Spider-Man could interrogate him even further, there was a hissing sound in the side of his head set. The web slinger closed his eyes.

"It's me," Helena said. Her voice was quiet, barely above a whisper. "We have a problem. He's inside the Ball Room."

"Distraction," Spider-Man said. That was really about right. His head turned over towards Kara and Gwen. Both of the girls smiled back.

"We'll handle anything out there, go in there," Kara suggested to him. Her lips curled into a smile and she leaned forward. She teased a kiss but Gwen held her back and pulled her back.

"You will have plenty of time for that, later," Gwen informed her.

Kara looked at her with a surprise and a shrug. The two of them realized that Spider-Man was gone and he was on his way up the building.

"Where is your position?" Peter asked Helena. He scaled up the wall. He was honestly surprised that there was no security, but a broken window was the perfect way in.

"The top floor, the biggest room," Helena said. She was looking for a position to slip out and change into her uniform. The problem is that things were packed in. "He's giving a grandstanding speech about how he's going to take you out."

"That's nice," Spider-Man said with a groan. That's what all of the super villains normally did, have a grand standing speech about how they were going to do with it. It was really just another day that ended in a "Y" for him.

* * *

 

"You know, my patience is wearing thin," The Hobgoblin narrated. "I've been waiting and waiting for one of you to come clean. And don't try to be a hero, because I know that it won't end well for you. And if it won't end well for you, all of you are going to suffer big time for the sins of one hero."

Wilson Fisk stood up towards his full height and made his way towards the Hobgoblin. The Goblin Squad walked in front of the big man, but Fisk wasn't going to be intimidated all that easily.

"Now listen here, you can't just walk here on private property and…"

One of the Goblin Goons knocked him down onto the ground. Fisk growled when he struggled to get to his feet.

"Now, now, you should know the pecking order and who runs this city, Fisk," The Hobgoblin said. He was waving his finger in an absolute mocking manner. "I'm not going to play games with you."

Fisk again tried to pull himself to his feet. The Goblin Goons moved around. There were several people who were waiting to make their move. The time was not right because hostages were in play.

"And now, the son of the pretender," the Hobgoblin said, his gaze penetrated the face of the one and only Harold Osborn. "Your father, he tried to be something powerful, but he was nothing. And you're just nothing but a weak copy compared to the original."

"I'm not weak!" Harold shouted. He nearly spat at him in response and the Hobgoblin laughed in response, before shoving him out of the window.

"Let's see how weak you are!"

Natasha decided that now it was time to make her movement. She sent a concealed grenade up into the air and blinded everyone with a flashing light. Bobbi rushed in and she swung her batons as fast as she could, smacking down her enemies with brutality.

Harold meanwhile was about to be hit the ground, but something less hard stopped him. There was a net that caught him on the way down. It prevented him from smacking his body down to the ground. It kept rocking up and Harold's eyes rolled into the back of his head when he realized that he had been caught off guard.

The Hobgoblin's head turned around and he spotted Spider-Man standing there before him. One couldn't really tell by his mask, but by his body language, he was pretty happy to see that Spider-Man was in the house.

"Finally, I was wondering if you were going to show up," The Hobgoblin said, almost mockingly.

Spider-Man realized that the Hobgoblin had some impressive looking armor on. The web head dodged his attack. The pumpkin bomb attack spiraled onto the ground and caused an explosion.

The Goblin's goons were being taken out, which caused Spider-Man to go face to face with him. The web slinger launched himself up and went toe to toe with the Goblin.

"Not too bad," the Hobgoblin said, seconds before he returned the attack. He stabbed his enemy through the chest. "But remember, there's only one man who leads this dance."

There was a jolt of energy that caused Spider-Man to be knocked back. He put the brakes on, thanks to the suit.

"Let's get you out of that armor, and see who really leads the dance," Spider-Man said.

"Well, you're one to talk about clothes making the man," the Hobgoblin said. He raised his hand in the air and there was a ball of fire that manifested from his hand.

The web slinger just barely dodged the attack. He knew that fire was one of the greatest weakness ever.

Helena picked up a serving tray and smashed it into the face of one of the goblin goons. She was careful not to be seen.

"Can't stand the heat?" Hobgoblin asked. "You could barely beat Norman Osborn without help, what makes you think that you can beat the new and improved Hobgoblin…."

Spider-Man drilled his enemy with a flying knee to the head. That caused the Hobgoblin to be launched back and he slammed down against the wall with a thud. Blood splattered from the Hobgoblin's mouth.

"Not bad," Hobgoblin said.

Tony Stark stood in the background. He would have normally recalled his armor to him, but there was someone blocking it. He saw the two hidden agents of the former SHIELD holding their own in the battle.

"Not too bad, but even if you've beaten me, you've already lost," the Hobgoblin said. Spider-Man grabbed him around the throat.

"What are you talking about?" Spider-Man demanded. His hand gripped around the throat of the Hobgoblin and held him close.

As it turned out, the Hobgoblin was only too happy to tell him.

"Just talking about the gigantic pumpkin bomb I have set up that's ready to blow the grand ball room up," the Hobgoblin said. Spider-Man let go him slowly. He didn't completely let go of him, but at the same time, he eased up his grip partially.

"You're bluffing," Spider-Man answered. He honestly couldn't believe some of the garbage that was flying out of the Hobgoblin's mouth.

"Maybe I am, maybe I'm not, but I know what you are, hero, and you're not willing to risk the lives of innocence on the off chance that I could be bluffing," the Hobgoblin said. His expression grew extremely twisted when he spoke. "Do you feel lucky enough to try your luck?"

Spider-Man allowed the Hobgoblin to slip from his grip and he stepped back. He was not going to count on that.

"It's over there," Helena said, pointing out something.

"Everyone get out of here!" Spider-Man yelled. There were a lot of people that were giving him those types of looks. His anger increased when they weren't paying him any attention.

The Hobgoblin mounted his glider and was out immediately. It about figured that the bad guy would have the sense to get out of there.

"You know, if you want to blow up, you can stay here," Bobbi said. She looked over her shoulder and then back.

"Everyone cleared the area," Fisk said. His private security was able to help clear the area and give Spider-Man plenty of room to work his magic.

The web slinger thought that he was in the pressure cooker now. The bomb was ticking down. It was on a timer, he wondered why bad guy's even put things on a timer.

He tried to disabled it, but the timer sped up faster.

Something curious happened, even though the bomb was about ready to explode, his spider sense was not going haywire. He wondered why and he was about ready to find out.

The bomb exploded, into a shower of confetti. Spider-Man realized seconds later that he had been duped and much to his frustration, the Hobgoblin was gone.

This was not a good day to be everyone's favorite neighborhood web slinger. No one was hurt, so that was an important thing. Tonight's misadventure left him with far more questions than they did answers and that was rarely ideal.

* * *

 

The Hobgoblin made his way back to a base. Tonight was all of the matter of testing the capabilities of the armor that he wore and the weapons on the armor. It was the second to last component that that was needed to create an enemy that was truly dangerous. The problem with the OZ formula was that it caused Norman Osborn to descend much quicker into madness than ever before.

They didn't want a repeat performance of what occurred earlier. That was one thing that the Hobgoblin could be certain of. He positioned himself in front of a monitor view screen and tapped his fingers against a console.

The image of the view screen revealed a second Hobgoblin on the screen.

"So, did the run go as planned?" the Hobgoblin asked.

"It worked like a charm," the first Hobgoblin reported in. "The suit that was created for our benefactors gave Spider-Man some anxious moments and it repelled all bullets that were fired at me."

"That's just half of the battle," the second Hobgoblin informed him. While he sounded extremely pleased with himself, he didn't want to get too overconfident. "The super powered do gooders in this city will bring us down. Especially since Spider-Man has his brand new suit and the playing field has been changed."

"I'm pretty sure that with the formula, the web slinger won't really be that much of a problem," the Hobgoblin, the original one, responded.

"You're the guinea pig, don't tell me what to think," the second Hobgoblin said. "Just remember, I brought you off of the street and gave you this power. I can easily take it away from you, just like that."

The Hobgoblin, the second one, snapped his fingers for emphasis. That caused the first Hobgoblin to frown. He didn't really enjoy being mocked like some kind of child and he was about to say as much.

"Just remember that," the Hobgoblin repeated. He pushed a button and the armor constricted around the proto Hobgoblin.

There was a loud scream and the man fell to his knees. The second Hobgoblin's insidious laughter echoed and he pulled back.

"I brought you into this world and just as easily, I can take you out," the Hobgoblin reminded him. "Do remember that next time."

The real Hobgoblin proved his point. He disconnected the line and left the prototype in a bind and stinging in pain. That caused his lips to curl into one of those devious grins. He punched up something on the other end.

"The armor has worked like a charm, my friends," the Hobgoblin said through his modulated voice.

"And you did well to test it before taking it out on the field," a figure in the shadows commented. The most curious thing about him was the extremely large head that he had in the background. It caused anyone who came across it to do a double take. "You've done well, my friend."

"Yes, I hold up my part of the bargain, getting the item that AIM requested," the Hobgoblin said. "But the other part of my agreement, the OZ formula…"

"The formula is nearly complete, but it's imperfect," the man in the shadows responded. That caused the Hobgoblin to raise his eyebrow in surprise.

"What do you mean by imperfect?" the Hobgoblin asked. He hated speaking in riddles for any reason whatsoever.

"It means that without the DNA of someone who has already been exposed to the OZ Formula, it won't work," the man in the shadows said. "It is highly unstable and it will create a monstrous mutation that makes Osborn's ultimate fate look tame."

"Capture Spider-Man," the Hobgoblin suggested.

"With all due respect, if we capture and eliminate Spider-Man, would it make the creation of the formula redundant?"

The Hobgoblin's eyes widened when he spoke. "It's not all about Spider-Man. He is just one reason why I'm doing this, there are many others. AIM is all about changing the world and utilizing science to be at our very best, or that's what I assumed. Perhaps I shouldn't have made such assumptions about the scope of this organization."

The man in the shadows responded in his most crisp tone. "Your assumptions are correct. That is what AIM is."

"Then there shouldn't be a problem from here on out," the Hobgoblin replied. His eyes glinted with absolute malice. I will be in touch. Hobgoblin out.

* * *

 

"It isn't like my cousin's Fortress in the Arctic, but damned if it doesn't work all that well," Kara answered. She looked up at the tower.

"Well, Helena was doing a good job at hooking things up, but she always has been a bit of a perfectionist."

They turned around and saw Barbara standing there, bags in her hands.

"Oh, when did you get here?" Peter asked in surprise, with a smile. "It's good to see you."

"Just flew into town," Barbara informed him. Gwen and Kara walked over to greet her. "I figured that I'd stop by here before I'd head my way over to see what kind of hotels that I could find."

"Hotel?" Kara asked. She shook her head. "No, I think that you should stay here….and I'm sure that Peter wouldn't mind."

"No, I wouldn't mind, after all, it is your house as much as mine," Peter informed. "Well, technically, it's Helena's house as much as ours."

"She really hooked you up," Barbara answered. She was looking at some of the amazing technology all around the base. She was practically drooling in many senses of the world. Oh yes she could work with this most certainly. The girl's heart was all aflutter when she traced her eyes over the equipment.

"We'll plan the wedding for our computer system and yourself later," Gwen replied. She looked over her shoulder. "Why don't we find you a room?"

"That would be nice, it's been a long flight," Barbara admitted. She turned her head and smiled and allowed Gwen to lead her over.

"Donna is sleeping in one of the rooms as well," Kara informed Peter. She pushed him slightly back against the wall. Leaning towards his ear, she whispered in it. "I figured that you wouldn't really mind if she did."

"No, I don't mind," Peter said. Kara slid back from him, practically beaming. One could see the excitement burning from the eyes of this beautiful blonde alien. "And we've had quite a night so far…..new costume or not, the bad guys are dangerous."

"I wonder who this Hobgoblin is," Kara said.

"You and I both Kara….." Peter said and he heard a beeping sound coming from the computer. "I better go get that, it could be important."

Kara waved Peter off and she wanted to head upstairs to see what Gwen and Barbara were talking about.

"Hey, Chloe, what can I do for you?" Peter asked, when he sat down in front of the computer. The young blonde's face appeared and she raised her eyebrow with a frown. He chuckled when he saw the look crossing her face. "Was that a loaded question?"

"Yeah, that was," Chloe confirmed. She almost was amused by what he said. Shaking her head, Chloe gave herself a chance to calm down. "But, as loaded as it was, you can't do anything for me, at least not now. Bobbi and Natasha have been snooping around regarding the Hobgoblin."

"Figured that they might, and I was just about to return to the scene of the crime," Peter said.

"Not a good idea," Chloe warned him. "Trendy black suit or not, that's not a good idea. Waller's pretty much on the war path, kicking ass, and taking names."

"Figured that she would be the wall that gets in my way," Peter replied. "You know, I'm either a threat, a menace, or both in the eyes of some people."

"People fear what they really can't understand and that suit is beyond their understanding," Chloe said. "But it's working well for you, isn't it?"

"Very good," Peter confirmed with a smile. He could not believe the potential excitement that he had regarding this suit, but it would work well for him, very well, perhaps too well if he had to admit it.

"Good…..and I was supposed give you the address to meet our mutual friends," Chloe said.

* * *

 

Weakness, if there was one thing that an Osborn never should show was weakness. That was one of the Osborn family mottos, never to show weakness. It was right up there with never apologizing, because that was what an Osborn never did. The young man, Harold Osborn, brushed his hand over his arm.

He walked through the lab. There were numerous scientists working on projects that they had no idea what they were. All they knew was that it was necessary because their boss, the prodigal son himself, had put down the edict that they should be done.

Harold Osborn was not in a pleased mood, all because he got knocked down by the Hobgoblin. He felt his life flash before him, and then he was saved by Spider-Man.

He never felt so humiliated in his life. The man who killed his father saved his life. Did he even know it was Harold Osborn that he had been saving?

"Good morning, Mr. Osborn," one of the aides said to him.

He gave them a cold nod. His father almost would have been proud of his tone. Harold pulled the lever and made his way to the secret lab.

The containment tank containing the mutated body of his father that once rested in SHIELD laid there. He managed to have a team recover the body in the chaos and naturally what remained of both HYDRA and SHIELD assumed that they had the body.

Harold accessed the body. The scans beeped the life and showed that his father was still in locked in this mode.

He could cure his father, and then if he could do that, he would finally get the respect he desperately craved. Also, his father's DNA held the secrets to something to save the young Osborn heir from a horrible fate.

A syringe was laid out on the table. That was something that Harold was a slave to in the past, the needle.

He held the needle in his hand. His father sent him to Europe in the first place to get the first class help. The doctors there had helped him, but they discovered a disease that was slowly robbing Harold of his sanity. Given that most Osborns had mental illness by the time that they were forty that was not surprising.

He was confident that the OZ formula could have been the key to saving it. There was one missing component, because it drove his father insane.

Harold took the modified serum that he created. He would have to dose himself with this for thirty days straight and then he'd know. This would kill him, cure him, or turn him into yet another Goblin.

If it was a cure, then it would be used on his father. If it killed him, he didn't have much left to live for anyway.

The third option didn't even enter his mind because Harold didn't really want to think about the horrors that could be caused.

The syringe jammed into his shoulder caused his pupils to dilate and his body to shiver. His body alternated between hot and cold. His chest sized up and it almost felt like that he was having a heart attack.

Then his body relaxed and he felt fine. Harold's grin rose and he shuffled away without another word.

* * *

 

Bobbi Morse paced around, more to give herself something to do then anything. This was a former SHIELD base, although one that wasn't as well known. A lot of the bases had been raided and compromised.

She figured that the only reason why this particular base had not been a subject to a raid was because that there was honestly nothing inside the base worth raiding. At least that was her opinion, she could be very much wrong.

Bobbi stepped back and she could see the one and only Spider-Man drop down.

"Natasha couldn't make it?" he asked her.

"No, she couldn't make it," Bobbi replied. She put her hands on her hips and smiled at him. She invited him down and he did so. The white SHIELD uniform clung to pretty much every delightful curve on her body. "But, that just leaves me and you alone."

The suggestive tone in her voice told Peter where this was going, like a lot of his meetings with many women went honestly.

"Business before pleasure, of course," Bobbi said. She invited Peter to sit on an extremely comfortable couch. It was very large, more than enough room to conduct business and pleasure as well.

"So, what did you find out about the Hobgoblin?" Peter asked her.

"He's a phantom pretty much, and pretty good, he didn't leave any DNA at the scene of the crime," Bobbi informed him. "Stark said that his armor was based off of some designs of his and the fact that he was able to block Stark's armor as well indicates that he bought the secrets from someone."

"So, it's someone who managed to get his hands on some of the Stark Industries cookie jar," Peter said to her. The mask shifted back so they could talk face to face with each other.

"That's really not narrowing things down too much," Bobbi admitted grudgingly. Peter raised his eyebrow and she decided that she better explain why she sounded so cynical. "With Stark…..a lot of people dipped into that particular cookie jar a lot. And he had a major security breach where a lot of armor specs have been sent out onto the black market."

"Hobgoblin really is one guy of many then, whoever he is," Peter said.

"Someone could have sold him the armor specs, but that wouldn't come for cheap either," Bobbi said. "Our main suspect is Harold Osborn."

"Harry?" Peter asked. Bobbi responded by nodding. "The same Harry Osborn that I had to save by getting knocked out of a window?"

"I know, it seems farfetched, but he has the means and he can hire someone skilled enough to play the Hobgoblin by throwing him off of the trail," Bobbi said. "Our working theory is that the person who really is behind this was at that party last night and it's almost too easy that the one person that was targeted was Osborn."

Peter thought about it. It was a sound theory; he was going to give it that. It made some sense to be honest.

"I don't know," Peter said. He shook his head and his guilt complex was slowly starting up again. "And I should have not let him escape."

"You weren't letting him escape, you were making sure everyone is safe," Bobbi said. "And I feel on behalf of everyone there, I feel like that you should be thanked for your heroism."

Bobbi's soft lips found his no sooner then they said it. The sexy government slipped herself over his lap and straddled him. She leaned on in and kissed him passionately. Her tongue kept brushing against his when she worked herself into his mouth with a smile.

"I'm sure that I can't even begin to tell you how many times that I was locked outside while you and Natasha were going at it like rabbits," Bobbi said. She felt the suit retract; allowing her to run over Peter's toned body. She was searching from the prize. "And now it's my turn….I've wanted this for so long."

"Well, you seem like the type of girl that will take what you want," Peter said.

"Good boy," Bobbi agreed. Greed glistened through her eye when she grabbed Peter's package and squeezed it through his pants. "And I want this right now."

Bobbi's hand tightened around his tool and Peter groaned. She gave him a handjob, rather savoring the moment that she had with him.

Peter groaned when her hand jerked him up and down. He closed his eyes and felt the rush building through his balls when she kept working him up and down.

Her tongue was the next thing to pleasure him. She worked her tongue from his balls and up the shaft. Her tongue licked the head. The beautiful agent made sure that his cock was completely bathed in her salvia.

Her hand tightened around his tool and she kept licking his throbbing manhood up and down. Hunger rose through her eyes and Bobbi grinned. Her lips touched the edge his manhood and she touched the tip of his cock.

Peter groaned when she took him into her mouth.

"Damn, you're good," Peter grunted. She smiled when she brought her mouth down onto him, taking her deep into her throat.

All SHIELD agents must have been taught certain skills for infiltration purposes. The beautiful woman bobbed her head up and down on his manhood. She reached between his legs and started to play with his balls, rubbing them up and down.

The girl's lips continued to play with him and she fondled his balls fairly skillfully. She was going to get a taste out of him.

Bobbi enjoyed the taste of this cock. She could feel her taste buds be bombarded with pleasures. She slurped on him and she was sure that the juicy cream he would give her would make things even hotter.

Peter grunted, glad that he held on this long. "You're going to make me cum if you keep…that up."

He grabbed his hands on the back of her head. Bobbi brought her lips down onto him. After she manipulated his balls with just the right amount of force, Peter could no longer hold back. He came and he came extremely hard.

Bobbi tilted her head back and smiled. She sucked down his cum, bobbing faster when his orgasm increased.

Peter fell back into the couch for a moment, when she got to her feet. Slowly, she pulled down the zipper of her uniform, to allow her amazing breasts to come into Peter's eyesight. Peter could feel himself hardening and she pulled her uniform down further. Her toned stomach, along with shapely hips, and long beautiful legs were exposed.

She got on her hands and knees at the other end of the couch. "You know what to do, I want you to take me, or I'll kick your ass."

"Well, who could say no to that," Peter said with a chuckle.

His cock throbbed for her. He made his way over towards her and placed his hands on either side of her delicious backside.

The moment Peter's fingers brushed against her, Bobbi could feel her nerve endings explode. He leaned down and sank his fangs into the back of her neck.

"Oh god, I'm cumming," she moaned.

"And just to think, I'm not inside you yet," Peter replied. He touched his hands on her breasts and stuck his hands to her breasts.

"So, walls aren't the only surface that you could cling to?" she asked saucily. "Well, you can also cling to my walls any day."

Peter caught the implied meaning of that innuendo and he pushed himself into her depths. Her wet walls closed around him. He grunted when he entered her body. This soft pussy closed around him and brought him a greater amount of pleasure.

"Yes, just like that," Bobbi encouraged him. She felt his hands on her ass. "Yes, play with that, that's good."

Peter smiled. He pushed into her hard and harder. The sexy woman was getting into it. Her nipples grew harder the more that Peter played with them. One hand alternated between her right breast and her left breast. The other hand massaged her ass.

"And yes, I want you to fuck me in it, but not now," Bobbi said. She felt her walls expand even more for him. Her slick walls clenched around him when Peter pushed deep into her body and he groaned when she tightened around him.

"Damn, you're really tight," Peter groaned.

"Good, training, it helps out a lot," Bobbi said. The fact that she hadn't had sex in forever also helped out as well, so she relished this.

Peter could feel her tight pussy. It really snugly fit around his throbbing hard cock. It wasn't just the suit that escalated Peter's desire, far from it.

"Yes, I can tell," Peter said. He pumped himself deep into her pussy. It clutched around him and she could feel him go deep into her pussy. He was balls deep into her and that felt really good to be so far into such a snug pussy.

The two of them continued their dance for quite some time. Peter really was having the time of his life burying himself into Bobbi's hot juicy pussy.

Something so wonderful might as well be a sin. The web head kept plowing her body, touching every inch of them.

"Redefines the term sticky fingers," Bobbi quipped. His manhood kept pushing himself deep into her body and she could feel her nerve endings tingle.

"Cumming," Peter said.

"Inside me, I'm prepared," Bobbi suggested. It was almost like an order and the fact made Peter's cock twitch when he entered her.

He gave a few more thrusts, before he let it go. His cum shot into her body like a cannon. Each spurt fired into her. Peter gave a loud grunt when he kept firing his load into her. His balls emptied his juices into her nice and snug pussy.

Bobbi smiled when Peter pulled out of her. She invitingly wiggled her rear towards him and looked over her shoulder with a smoldering grin.

"I believe that you have one more hole to take, Spider-Man," she informed him. Her hair swung over the fact.

Black Widow could stop a man cold, even if he had nerves of steel, but damn if Mockingbird couldn't hold her own when she wanted. Her tight rear was in front of him. Peter held her rear with a smile in his face.

"First time I've allowed another man in my ass," Bobbi said with a grin. "You should feel lucky."

"Believe me, honey, I'm very lucky," Peter said. His cock brushed against her tightest hole. "This will hurt a little bit."

"No pain, no gain," Bobbi said. She was really pleased how hard he had gotten again. She might have to keep him for an entire weekend, just to take him for a test spin.

Peter decided to throw all caution to the win and he slammed his thick throbbing tool into Bobbi's tight hole. She wrapped around him tightly. Peter almost pulled all the way out of her, and then he pushed himself back into her again.

"Yes, just like that," Bobbi encouraged him. Her ass was going to be pounded like Peter owned it and she really couldn't disagree with that.

Peter decided to kick things up and really ram her ass hard. He never thought that he would meet another woman that liked anal sex more than the Black Cat.

To be fair, it was a close race. Perhaps he should invite both women for a little competition.

He could plan that later; right now he needed to focus on the tight ass that he was plowing. Bobbi shifted herself where she mounted Peter and drove her ass down onto him.

"Time for me to be in control," Bobbi said. She grinded her asshole down onto him, using her tight ass muscles to work him up and down. She took advantage of his cock's ability to cling to any surface fully by working it with her ass.

"Not complaining about that," Peter said. He grunted, feeling the sinful desire of her tight rear around him.

He could feel the pleasure of her ass. His fingers extended thanks to the suit and played with her hot folds. That caused Peter to grunt when she worked herself up and down on his throbbing rod in response.

His balls were about ready to burst.

"Do it, shoot your dirty cum in my ass," Bobbi encouraged him. She flexed her tight anal muscles around him. "Damn, that would feel so fucking good, to have someone cum in my ass, after fucking it!"

She continued to ride his cock with her ass while spewing utter filth from her mouth. Peter couldn't hold back any longer. He played with her wet pussy and she leaked the juices he craved so much.

That allowed his balls to expand and he shot a thick load into her ass. Peter kept firing spurt after spurt of his cum deep her ass. She rode him for all that he was worth.

She pulled off of him and collapsed back onto him.

"I'm not done, not until we've explored every angle."

* * *

 

**To Be Continued On March 26** **th** **, 2015.**


	44. Family Debts Part One

**Chapter Forty-Four: Family Debts Part One.**

* * *

 

A group of goons scurried about. Anyone who stopped by right now might get the impression that they were up to no good whatsoever. That would be because they were right. There was a heavy shipment that was moving in. The contents of these crates were extremely valuable. They were so valuable that they needed insurance.

"We better get this done and get this done quick, Spider-Man is bound to come by soon and ruin everything," one of the goons commented in a worried tone of voice. He kept peaking over his shoulder, the nervousness increasing the more he poked around.

"Hey, what is the web head going to do to us?" one of the goons asked. He gave a dry chuckle. "I mean, we've got plenty of insurance. There's no way he can take us down."

"Yeah, the thing about insurance is that it can get canceled at a moment's notice, boys."

The goons spun around and they looked rather comical in doing so. They could see the brand new friendly neighborhood Spider-Man there, in all of his black suited glory. He lowered himself down to face them.

His enemies looked like that they swallowed something sour. One of the henchmen growled at the top of his lungs. "SPIDER-MAN, GET HIM!"

"I'm sure you scrambled all of your brain cells for that one," one of the goons replied. He rushed Spider-Man. The web slinger dodged the attack and dropped down to the ground. He used a line of webbing to take his legs out from underneath him. He went head over heels and flopped down onto the ground.

The goons started to rush Spider-Man. He dodged their punches and their kicks, along with an odd weapon shot. The web slinger avoided each of their attacks one by one. Spider-Man webbed two heads together and knocked their heads.

The web slinger made his way over to a crate. He could hear a rumbling from behind the crate and there was a crashing sound. The one and only Rhino rushed out from behind the crate and went for Spider-Man.

"And you're the insurance!" Spider-Man yelled. "Alright, come on, show me what you got."

"I don't like your attitude," Rhino growled. He tried to nail Spider-Man with a punch. The web slinger dodged the attack and did a back flip. Spider-Man jumped on his back and blinded him with some webbing.

"Well, I don't like your breath," Spider-Man answered. He kept dodging the attacks of Rhino. The big man rushed him and tried to gore him with his big horn.

Spider-Man propelled himself up over the head of his enemy. Rhino nearly took out the goons that were up to their feet. Spider-Man spun around and launched a large black wrecking ball like webbing.

Rhino growled and got to his feet. Spider-Man launched two web lines onto his armor and pulled back. The web slinger launched himself like a catapult and used his momentum. Spider-Man slammed himself down onto Rhino's chest. Rhino flew head over heels and landed into the water with a huge and splash.

"And it doesn't swim, it sinks, that's nice," Spider-Man said. He reached down into the water and pulled him back onto the docks. Rhino is hurled down and webbed down.

Spider-Man turned, seeing one of his enemies scramble for the gun. The web head flipped over the top of the head and dropped down on the man. He grabbed the man up by the throat and spun him around. The web slinger kept him held up.

"Okay, you're going to talk to me," Spider-Man said. He made sure the goon properly faced him. "You're the brains of this operation, aren't you?"

"Yeah, the boss put me in charge," the man agreed. He was suddenly up on the edge of a warehouse near the docks and Spider-Man had him hanging upside down. "There's something different about you."

"I got a hair cut obviously," Spider-Man said dryly. "What was in the crates?"

"Some weapons, upgraded, military grade type shit," the goon responded. He tried to push himself against Spider-Man's grip. "You know, things are getting really dangerous with the Hobgoblin out there."

"Yeah, I figured out that much," Spider-Man said. He casually dangled the man. "Who is your boss?"

The goon hesitated. He was getting really dizzy and he almost blacked out a couple of times when he was swung back and forth.

"I'm losing my patience," Spider-Man said. He kept swinging his enemy with the greatest of ease and the man's eyes blinked when he tried to shake his head.

"You know, you can't really do this to me, man," the man managed. He felt his throat was about ready to close up.

"Well, you can tell me, because my arm is really numb," Spider-Man said. He relaxed the web line that he was holding up the goon up.

"You wouldn't do it!" the goon yelled. He thought that he had a lot better luck in Gotham City. Things were a lot less insane over there. Even when you worked for the clown back in the day, well maybe he wouldn't go that far.

"You'd be surprised with what I'd do anymore," Spider-Man answered. He kept the man hovering over the ground, swinging him back and forth.

"The Kingpin, all right, the Kingpin!" he spat angrily. He felt like his life was flashing before him and he knew that this wasn't his old friendly Neighborhood Spider-Man anymore.

Little did Spider-Man know that someone was observing him. It was from a distance, so she did not set off his spider sense. She was a fairly attractive blonde female who was about eighteen or so years of age. She wore a nice long overcoat, and a tight black leotard. Her long legs were exposed and she had a variety of weapons on her.

"He has evolved a lot since my father hunted him, but he is not the target, even if he is a consideration," she commented. She sensed that he was a true Alpha Male. He might not be the true target, but that did not prevent her from watching him closely. "I must observe him closely."

The person that she was after was the one that killed her father. That wasn't Spider-Man, that wasn't even the White Tiger that was the one who called herself X-23.

Ana Kravinoff swept her eyes over the city and left. She would deal with Spider-Man at another time. Right now, she needed to uphold her father's legacy.

Spider-Man was worthy of observation, even though she vowed not to get too close. It wouldn't end well if she had gotten too close.

* * *

 

Kara, Donna, and Barbara were waiting outside of an extremely rocking night club in New York City. They were waiting for Peter to arrive.

"If he isn't here in the next five minutes, are you going to go out and see if he ran into any trouble?" Barbara asked.

Kara shrugged in response and she was really grinning. "You know, it really isn't a question whether or not he got in trouble. The only question is whether or not he can get his way out of the trouble."

"And speaking of him, here he comes," Donna answered. She gave an extremely wide grin when Peter showed up in the crowd. He was in good spirits. "Well, he's in a pretty good mood."

"Yeah, he is," Barbara agreed. It had been a rare night that she was able to go out and about. Kara and Donna convinced her that the world could wait if Oracle had gone offline for one night. She would just have to wait and see.

"Hi, everyone," Peter said in a jovial mood.

"Well, you're in a pretty good mood," Donna said. She looked at Peter with a smile on her face.

"Wouldn't you be in a good mood if you were in such good company?" Peter asked. All three girls looked at each other, shaking their heads. The entire group grinned in response. "I didn't think that you would have complained all that much about everything."

"No, we aren't, trust us," Kara said. She craned her neck, and Gwen, Mary Jane, and Liz were about ready to arrive.

"Peter, it's been a long time!" Liz yelled. She rushed over and nearly pushed him over with a lot of energy.

"Well, he's been busy in college, and we've just been lowly high school seniors," Mary Jane reminded Liz. She nudged Liz and pulled her away from Peter. Mary Jane threw her arms around his neck and kissed him in response.

"Well, you still got it, I'm impressed," Betty said, who had just showed up right now. She looked around and could see a club that was really rocking, along with a club that was really rocking.

"Yes, he's spending the night with seven beautiful women," Donna said. She didn't know how Peter did it, but she was intrigued to find out.

Kara turned to her friend with a suggestive grin and winked at her. "You know, the night is still young, there is a lot of people that can still show up."

Gwen finally broke the silence that she had. She leaned over towards Kara and had a mischievous grin on her face. "Are we having some really wishful thinking with that one?"

"Yeah, but can't you blame me, the law of averages indicate that is the case," Kara said. She made her way inside the club. They were let inside rather easily, but then again, they all were over the age of eighteen.

There was a lot of noise in the club. They supposed that it could be technically classified as music, but that was a questionable fact. Donna was looking around and seeing them dance. The look on her face was really priceless.

"Don't worry, not all of us make such idiots out of ourselves," Barbara said.

Kara jumped in in response. "Yeah, some of us are actually a bit worse in making fools out of ourselves when we tried to dance."

That caused Mary Jane to break into laughter. She shook her head in response and she could barely keep a straight face. That caused Liz to giggle as well herself. She almost lost control.

"And we're speaking from experience, naturally, aren't we?" Gwen asked. Her tone was completely stoic when she spoke, but it was obvious where she was coming from there.

"Yeah, we're speaking from experience," Kara said. She made her way over to a large table where the group of eight sat around.

"So, how are things going at the Bugle?" Gwen asked Betty. That caused Betty to grin in response and shake her head. Her arms crossed underneath her chest.

"Well, I have to deal with the ever so charming personality of one J. Jonah Jameson day in and day out," Betty remarked in response. That caused Gwen to swallow in response.  
But as you might have figured out, the entire Hobgoblin mess is dominating the headlines today. We don't really know who is under the mask, but, there are some theories."

"Really, like who?" Gwen asked.

"Harold Osborn," Betty said. She got her share of confused looks by the rest of the party. "Yeah, I know, I know, he was at the party, and he was the one that was pushed out the window. But he's rich enough to hire someone to pilot the armor. I can't believe Stark would have such poor security."

"I think that we're all surprised because of that," Peter said. He knew that Stark was running himself ragged trying to get back all of the stolen armor, but the specs had spread so far that it was like closing the barn door after the horses had left the stable.

He didn't envy him, because he had his own problems.

"So, I believe that you promised me some one on one time," Betty commented. Kara, Barbara, and Donna all grinned in response, and Gwen was trying to keep a straight face. "You know, after I ran into you the other night when you were wearing the black suit."

"I did, didn't I?" Peter asked. "Why don't we head off to do that interview right now?"

"Right, interview," Betty said. There was a suggestive tone to her voice. She took Peter by the arm and lead him off to have some real fun.

"Woman knows what she wants," Kara answered. She leaned towards Donna. "You know, that's the type of person that gets things done. She doesn't just wait around for the right opportunity to fall into her lap, she seizes it."

"Yeah, I'm perfectly aware of what she was doing," Donna said. "And I'll seize the moment soon."

"Oh will you?" Kara asked. She was pretty much taunting Donna, egging her on. Barbara looked at the two girls, it was like watching a tennis match. Gwen, Mary Jane, and Liz all looked rather amused.

Betty backed Peter into a private room. She invited him to sit down on a rather lush couch and she slipped behind him. Her talented hands slowly ran down the back of his neck.

"Oh, you seem a bit tense, that's all," Betty said. It was before Peter could answer the question. "And you know, if I hadn't held myself out, I would have jumped you that night."

"My pheromone control was a bit out of control for a while, but I've gotten it mostly under control," Peter told her. The reporter smiled. Peter decided to part with even more information. "About the only time that things are really insane is when my adrenaline is pumping."

"Well, that would cause anyone's emotions to run high," she said. She looked over to make sure the door was locked completely. As much as she would like an audience sometimes, she didn't want to be disturbed. "So, while I'm sure that we can arrange some kind of interview that would fetch a big price, that's not why I'm here."

Betty ran her hand down Peter's chest, to his stomach. Her hand shamelessly slipped into his pants and he groaned when she squeezed him. Her hand taunted him immensely and Betty smirked when she started to play with him.

"Oh, is that for me?"

Peter groaned when he felt Betty's hand wrap around his cock. Her soft hand slowly pumped up and down on him with precision and ease. He could feel the rush growing through his balls when she started to play with him.

"Yes, that's for me, and I want it," Betty agreed. She used her tongue to really saturate Peter's cock with her salvia. "I've missed this, Peter, I've wanted it for such a long time."

"Well, if you want something, you should take it," Peter offered her.

Betty did take it, pushing her mouth down onto his throbbing cock. Peter groaned when her hot wet mouth pushed down onto him. She took him into the back of her throat with one nice thrust. It felt so good to be inside her hot mouth. Peter closed his eyes.

The sexy reporter bobbed her head up and down on Peter's tool. She made some delightful slurping sounds.

"Damn, Betty, you're going to make me pop already," Peter said. He was able to hold off. Her soft hand caressed his balls and worked him up to a fever.

Betty had her fun sucking his cock. She slid up, and licked her lips. She got to the couch on the side of him, and pulled her panties down, spreading her legs.

"So, can you tell me about that wonderful suit, Spider-Man?" Betty asked.

"It feeds off of bodily fluids," Peter told her. Betty grinned when she looked at him.

"Then, we wouldn't want your poor suit to starve to death, would we?" she asked in a sultry tone. Her pussy beckoned for him in an inviting way.

Peter decided to tease the older woman. His tongue drove deep into her.

"Yeah, I like how your tongue sticks to me, just like that," Betty groaned. She felt his tongue brush into her. Over and over again, his tongue went around her dripping hot cunt in circular motions.

Peter nibbled on her center. That caused Betty to grow wild with pleasure. Her hands were placed on the back of his head and she allowed for him to eat her pussy.

He showed his talent. As good as his tongue was, Betty craved one thing beyond all else. She could feel him shove himself into her.

She was about to beg him to fuck her. The only problem was that Betty's mind was bombarded with an intense orgasm. His tongue drove deep into her body and licked her over and over again.

Peter could not believe how juicy she tasted. It was like she had been waiting for this for an extremely long time and it was likely because that she had.

She came with an intense orgasm, saturating his face with her juices. Betty pumped her hips up constantly and he kept munching on her sweet center, savoring the delightful nectar that drained from her lips.

Peter came up from her and smiled. It was pretty much almost time for him to be inside her.

"That's a mess," Betty said. She felt his cock push against her lips.

"Things are about to get messier now," Peter informed her. Betty groaned when she leaned back and spread herself as far as she could go.

"Damn it, I've missed this cock," Betty whispered with excitement. She stepped herself on the couch, so she could spread her legs back. The hot reporter prepared to perfectly accommodate the gift that she was about to get.

"Not as much as it's missed you," Peter reminded her. He balanced himself on her and closed his eyes to allow his entrance into her moist center. "Damn it, so tight, I almost forgot how tight it was."

Peter ripped off her shirt and removed her bra. Her large breasts stuck out for him. Peter licked her nipples and that drove her absolutely nuts.

Betty reversed the position. Her dripping cunt grinded against him when she pushed herself on top of Peter. The rush of pleasure through her body increased the second she pushed herself onto her. Betty showed how limber she could get when she brought herself down on his throbbing tool.

"That's all good," Betty panted. She pushed her hips down onto his throbbing tool when she rocked herself down onto him. "I like riding your big cock, Peter….damn it."

She came and she came so hard. It made her all that much easier to ride him. Her tunnel was lubricated when the brunette beauty pushed herself down onto him. Betty clamped her walls down onto him.

"Oh, would you like to suck my tits, baby?" Betty asked. She could see Peter's gaze burning on her breasts. Her juicy nipples danced out for him, pretty much ripe for the taking.

Peter groaned when she kept working his cock up and down. Betty really was a passionate woman and he felt her walls grow slick.

"Like it, oh damn it, I'd love it," Peter said.

Betty just grinned and wrapped her arms around Peter's head. She forced his face into her breasts and made him start motorboarding them.

She wanted even more from Peter. The orgasm she had was so intense that it rocked her body and did a wonderful job in blowing her mind.

If she could, she could ride this cock all night long. The problem was that even the best of people ran out of steam eventually. Betty thought that she could weather the big storm, but she was faltering.

"Yeah, suck my tits, that turns me on so much," Betty said. It was a wonder that she was coherent at this point.

Coherency left the building when Betty mentally descended into a large amount of babbling and moaning. She plowed herself down onto Peter's thick tool when she worked herself into a whimpering frenzy.

Peter grunted. He couldn't talk on the account of his face being buried between Betty's luscious and soft breasts. His prick was being milked and he knew that there was only one thing left.

"Cum with me, Spider-Man, shoot your webbing in me," Betty said to him. Her excitement was extremely high.

Peter protested about something, but he had been distracted. Her slick walls manipulated Peter into submission.

Betty used the remaining strength in her cunt muscles to bring Peter to the edge of pleasure. He groaned when she came down onto him, spiking her slick walls down onto his massive and throbbing tool.

Peter eventually was broken by what Betty was doing. He was about to explode into her. Her cunt squeezed him and brought him to the home stretch.

Both of the lovers screamed with their mutual orgasm. The two of them sped up and then slowed down to a shuddering pace.

Betty collapsed on Peter, nearly smothering him to death with her breasts. Out of all of the ways to go, this wouldn't be all that bad.

* * *

 

Sarah Kinney settled back at her apartment in the midst of New York City. After being imprisoned by HYDRA for so long and being forced to do their bidding, she had to admit that it was almost unsettling to have to return to a standard 9 to 5 job. The woman was going to do it, because she was that adaptable. But it was pretty difficult in doing so.

The good news was that Laura stopped by a couple of times to check up on her. Sarah didn't expect her to, and after the part that she played in shaping Laura, she wouldn't be surprised if Laura didn't have anything to do with her.

Sarah sunk down on the couch. She had not been getting a lot of sleep, although the last couple of nights had been better. HYDRA taunted her dreams and all the things that she did, gave her nightmares.

She thought that she would just head off and take a nice bath. That might do a good job in clearing her head and making sure she didn't get tormented by the things that taunted her in the past.

There was a thump outside of her window. Sarah nearly jumped to her feet. She had a sixth sense about everything.

Sarah reached over towards a desk drawer and pulled out a gun that she had. Having a gun that she could easily access might have been the pinnacle of paranoia, but it was better to be safe and sorry. There were still some pockets of HYDRA that were still out there and Sarah didn't want to take any chances.

"Come out!" Sarah yelled. She held the gun and nervously twitched. This was really insane. Was she really going to shoot? She didn't know if she had the nerve to do so.

There was nothing in the shadows. Absolutely nothing, but Sarah didn't relax her grip on the gun all of the same.

She felt a dart impact the back of her neck. Sarah felt something flow through her veins and she could feel her arms get weaker. She couldn't even hold up a gun, much less see. Her head throbbed intensely when she struggled to keep her head up.

Sarah held her head up. She was groggy, dazed, and confused. It was extremely hard for her to think properly the more that she tried to.

"Who are you?" Sarah asked.

"Your daughter killed my father," the girl said. Sarah's vision got really hazy. She thought that she should be used to being drugged after all HYDRA put her through to get her to comply. This was nothing. "It is non-lethal. You're far valuable to me alive for the moment. At least for the moment."

Ana stared down Sarah. She had some decent instincts, but she should have pulled the trigger far sooner. Despite all of the hardships she went through, this woman was not a killer. She wasn't anything like her daughter.

It was a shame, but the best way to capture a creature was to put the proper amount of bait for a trap. Ana leaned down and fished out a cell phone. She found the number that belonged to Laura Kinney.

"Yes, Mom, what is it?" Laura asked.

"Hello, Project X-23, your mother is in danger," Ana's voice commented.

Laura's tone grew extremely frosty. "Who is this?"

"Someone that you're going to cooperate with, and do exactly as I say," Ana told her. "And there's no need for Sarah Kinney to die for your sins."

"When I find you, I will rip you to…" Laura said, but the threat was interrupted.

"Listen to what I have to say, and no innocents have to get caught up," Ana said. "This is all about avenging my families honor and I do not seek to see anyone get hurt. I'm a hunter, not a murderer."

"What do you want?" Laura asked. She knew that this girl, whoever she was had her over a barrel and by the time she rushed back to the apartment, her mother would not be there to save.

* * *

 

It had been an interesting night out on the town and Peter returned home. Gwen and Kara were hanging around. The other girls had crashed, with Betty deciding to return to the apartment. After Peter and Betty were done having their fun with each other, she had a story that was at deadline.

"You've been obsessing over that footage for the last half hour," Kara said. She sat sprawled out on the bed, doing some course work that she needed to have done without the next couple of days.

"Actually, it was a lot longer, about forty five minutes or so, but who's really counting at this point?" Gwen asked. That caused Kara to pull a face in response.

"I'm not obsessing over it, if you must know," Peter said. He studied the footage with intention. "I'm studying it. The Hobgoblin slipped away last time, but next time….."

Peter left that statement hanging. He didn't really want to believe the thought that Harry was the Hobgoblin. The footage seemed to be pretty damning evidence in the corner that he wasn't.

Then there was some pretty damning evidence that the Hobgoblin was more than one person.

"This guy right here, he is about two inches shorter than the Hobgoblin that I fought," Peter continued. He frowned when he studied the Hobgoblin intensely. "And unless he gained a bit of weight since I fought him the other night, that's not him."

"Well, it could be more than one of them," Kara offered. That was just a theory that she was putting out there.

"That's what I was thinking too, actually," Peter replied to her. He supposed that it didn't really matter in the end. The Hobgoblin, no matter who was underneath the mask, was a dangerous threat.

"That armor that he's wearing is the main threat," Gwen chimed in. She could see the technology. "Stark honestly needs better security."

"His specs have been out on the black market for years," Peter chimed in response. "But this is the first time that it's been haunting me. I suppose that it has been haunting him for years."

Peter wondered what he would do. He had the information that Chloe was able to uncover and that shed some interesting light on the subject.

"Well, those specs have been modified," Peter said. He frowned. "Whatever design Stark had on the offset, it was far different than the one that we're dealing with right now."

It was a huge headache either way. And speaking of huge headaches, Peter could hear a frantic knock on his door.

The door opened and Peter finally got up to answer it. There were only a handful of people who could open that door without help, so he was on high alert. He came face to face with Laura.

"You know, Laura, most people wait for the door to be opened, before they force it open," Peter said. Her expression grew humorless and she had one of those hacky-stabby type expressions etched in her eye.

"I wasn't in the mood to wait," Laura said. "My mother has been kidnapped."

That caused Peter's head to whip towards her. That would explain about how agitated she was. He did have a question though. "Was it HYDRA?"

"No, it's not HYDRA," she confirmed to him. It would have been far more simpler. "She said that I'm to bring you to the meeting place."

"She requested me personally?" Peter asked.

"She said that I was to come alone, but she also said that the only person that I'm allowed to bring with me is you if I decide to ignore her," Laura replied. She frowned. "And if she sees anyone, but you, my mother dies."

That caught Peter off guard. He was trying to wrap around in his head exactly what he didn't like about this. That caused the young man to frown. It was Kara that spoke for all of them.

"I don't like this," Kara said.

"You know, you're in some pretty good mutual company with that one," Gwen answered.

"I thought about going it alone, but I figured that the two of us would have a better chance," Laura said. Peter looked at her with a questioning glance. "I figured that she would come after you anyway, so it's just best that we save her all of the trouble."

"Yeah, that makes perfect sense," Peter said. He closed his eyes and the suit appeared around him.

Laura was a bit uneasy that he was using that suit, but she wasn't going to call him out on it. It wasn't the time or the place. Peter leaned towards her and offered his hand.

"Are you ready?"

* * *

 

The sun was coming up. It gave an eerie tone. Laura and Peter made their way in the middle of the park that their mysterious abductor said. The two of them looked around and stepped closer.

Laura held her hand up and stopped Peter. She sniffed around in the air and closed her eyes.

"She's close, I can feel it," Laura said. She lifted her hand and popped her claws. She looked around and kept sniffing around. "Yes, she's very close, this way."

Peter leaned forward. He hated to say this, but he was almost expecting something bad to happen. He craned his neck and looked around. His spider sense was getting close to buzzing. The web head craned back on his neck.

There was someone who stood in the shadows. There was a rustling in the shadows and Peter and Laura rushed forward.

They could see Sarah hanging over the top of a pit. The pit had some jagged rocks on the bottom of it, and it looked to mangle everyone. Laura made her way forward.

A woman threw herself in front of both of them. She did a forward flip and came into focus. The girl's blonde hair was clipped from behind her back. She had a harsh look on her face. Her uniform fit around her curves, but there was no chance to look at her when she was holding a large hunting knife.

"You killed my father," she said in a harsh tone. She brandished the knife, waving it around.

"I killed a lot of men when I was under HYDRA's control," Laura replied dryly. "You're going to have to be a little more specific than that."

"Kraven was my father and you brutally slaughtered him," the woman said. She looked at him. "My name is Ana Kravinoff."

Peter raised his eyebrow. That was a surprise. He didn't think Kraven as the type to be old enough to have a late teenage daughter, but the man appeared to keep himself into good shape. Physically at least he did. His mental sanity was something that left a lot to be desired.

"And Spider-Man, my father spoke much of you," Ana said. "If he had died in battle honorably against you, it would have been much better. Instead, this creature destroyed her."

"Laura isn't a creature," Peter said. He wondered about the Kravinoffs sometimes. Both of them looked to be completely out of their mind.

Ana didn't respond. Mostly likely because Laura jumped at her and knocked her backwards.

The daughter of Kraven used her large knife to block Laura's claws. She brought her foot into Laura's chest and then flipped her over. She armed herself with a bow and arrow.

Peter blinked, the arrow at a flaming tip and it shot through the air. He thought for one wild moment the arrow was going to be shot at him to impale him.

That wasn't the intended destination. The arrow flew through the air and sliced through the rope that suspended Sarah's cage above the pit.

* * *

 

**To Be Continued on 3/29/2015.**


	45. Family Debts

**Chapter Forty-Five: Family Debts Part Two.**

* * *

 

Laura was on the hunt for her prey. She knew that Spider-Man could get Sarah out of there. That left her to fight Ana one on one. She looked around and could see that the daughter of the hunter was really close. All Laura had to do was seek out the woman and find her. She lifted her head back and sniffed around in the air.

Ana slipped right into the cover at the same time Laura picked up the sent. Laura dodged a trap that had been rigged up. A large battering ram swung from her and nearly landed full on against a tree.

Laura could feel her heart race even faster. This was not going to end well for her. She turned her neck to one side and then to the other. She awaited her attacker to go after her.

Ana came down from high above and went to swing a huge knife at her chest. Laura blocked the knife with her claws. Sparks flew when the mental clashed onto mental. Laura pushed Ana back once again.

"You're going to pay for killing my father," Ana growled. She clutched her hands around the knife and lured the woman further into a trap.

Laura rushed where she was a second ago. She found pretty much nothing. Out of nowhere there was a loud bang followed by a net being lowered onto her. Laura blocked the net, ripping it into shreds practically.

On her knees when Laura and Ana delivered a baseball slide kick, taking her legs out from underneath her. Ana jumped on the back of her head and slammed her face first onto the ground.

Laura reversed the attack and sent Ana flying into the trip. The hunter held a hand full of some kind of dust and launched into the air.

She could feel her eyes bombarded. Laura gave a howl of agony when the dust blinded her and she had to swipe around to get a feel of where her enemy was. She could feel like she was swiping against the air.

"And now, the hunt truthfully begins," Ana said. She shot a poison dart at her enemy. Laura blocked it, but it was a distraction.

Laura could barely see, but she still had her other senses and she used them to her adventure. The woman swiped around in the shadows.

Ana rushed towards her and Laura nearly plunged her claws into her in response. Ana blocked it and went behind Laura. She pulled a miniature stun gun out of her sleeve and jabbed Laura directly in the ribs with it.

Laura gave an angry growl in response and spun around in an attempt to take her enemy's head off. The attack was ducked one more time and Ana grabbed Laura's hand and forced it down into the ground.

Ana used her legs, wrapping them around Laura's head with a violent takedown. She forced her down to the ground in an attempt to choke her adversary out with her legs.

Laura managed to free one of her hands from Ana's grip and stab her straight in the knee. That caused her to scream in agony.

Ana got to her feet, hobbled up to one knee. Laura was now in rage mode and that was not a good place for her to be. Ana armed herself with a pair of spiked brass knuckles and swung for the fences.

The cage was perilously swinging thanks to the flaming arrow. Spider-Man measured the best way to stop the cage from flying down into the pit of pain, along with saving himself from getting rammed through with hundreds of jagged rocks.

"Just hang tight, Doctor Kinney," Spider-Man said. He kept swinging up and managed to catch the rope before it completely snapped.

Sarah Kinney did hang on for dear life, because she honestly had nowhere else to go from here. Spider-Man launched the cage over with her inside. He managed to slow the descent, landing them both on the ground.

Spider-Man thought that was almost too close for comfort. He expected an attack from the mighty hunter, but she was too busy engaging Laura in battle.

Sarah hung on and she was glad that she was almost out of the woods. As long as she was still in the park though, the danger was clear and present. Spider-Man reached towards the lock on the cage and forced it open. It popped up, swinging open.

"Are you okay?" Spider-Man asked Sarah.

Sarah nodded in affirmation. "I'm fine…..do what you can to go and help my daughter though."

"She did tell me to get you out of here," Spider-Man said. Sarah knew that Spider-Man wasn't going to take no for an answer.

"I can barely walk, though," Sarah said. She was regaining coherence and she shook her head in response. The drug that she was dosed with was still going in her system and she could barely hold her head up.

"Just hang on, and I'll get you out of here," Spider-Man informed her. He wrapped his arm around her and swung off towards the nearest park entrance.

Spider-Man closed his eyes and he braced himself for the spider sense to go off and bombard him. Thankfully, it wasn't going to hit him around. The web slinger was really glad for that fact.

He landed on the other side of the gate. He braced himself for the impact where he would hit the ground.

Sarah managed to let go of his waist just barely. She turned around and gave Spider-Man a stern look. "Now that I'm fine, you should go back in there and see if you can help my daughter."

"Are you sure?" Spider-Man asked.

"I'll be fine after I sit down for a little bit," Sarah said. Her knees collapsed down out from underneath her and she landed on the park bench. "Go, go, go!"

Spider-Man couldn't argue with that. The web head launched himself back into the battle to go up against his adversary.

Ana loaded up on a spiked pair of brass knuckles. She rushed towards Laura and Laura had to dodge her attack.

Laura dodged the attacks. Her eyesight was beginning to return and she was able to fight Ana swing for swing. Ana positioned Laura over to a certain area and smiled.

A contraption fired a series of arrows into her back in response. Laura groaned when she fell down onto her knees. She felt the arrows implanted into her back, about three or four at a time. Ana rushed over and nailed Laura with a kick to the face and slammed her down onto the ground.

"Now it's time for you pay for my father's blood," Ana said. She raised the large knife over her head and prepared to remove the girl's head.

A line of black webbing shot over and ripped the knife from Ana's hand. Ana spun around and Spider-Man created a miniature cannon ball with the suit. He launched it at Ana and knocked the wind out of her.

Ana got up to her feet and could see Spider-Man landing at her. She grabbed his ankle when he came down onto the back of her head and tried to flip him onto the ground.

Several extra "legs" shot out of the suit and caused Spider-Man to bounce back from the attack. Ana bounced back from the attack with the knife in her hand and she rushed Spider-Man, attempting to run him over with the knife.

"Didn't your mother tell you not to run with knives?" Spider-Man asked.

"She encouraged it," Ana fired back. Spider-Man leaped over the top of her head.

"Well, that shut me up," Spider-Man said. He disarmed her with the knife, and then he flipped her down onto the ground.

Ana rolled over with a groan and Spider-Man webbed her arms and legs behind her back.

Laura groaned when she tried to push herself to her feet. The arrows were still in her back. Spider-Man walked over towards her.

"Stay still, this is going to hurt," Spider-Man replied. He grabbed the arrow and yanked it, causing Laura to groan.

"No fucking kidding," Laura moaned. She felt the arrows being pulled out of her back one at a time. The healing factor would heal the damage, but it wasn't going to remove the pain at all.

"Almost done," Spider-Man said. Laura felt the final arrow pulled out of her back. She shook her head in response.

Ana freed herself from the webbing. The woman shook her head and cleared her attack. She saw the two heroes get her on either side.

"So, it ends, with the three of us," Ana said. She had no weapons, but she honestly didn't care at this point. "Hand to hand, it's just the way that I like it."

"Yeah, we'll see how much you like it when we take you down," Laura replied.

"I have to avenge my father, or die trying," Ana said. She rushed Spider-Man and tried to take him out with an attack.

Unfortunately, she was flipped over onto her back and slammed down onto the ground. She could feel her head get lightened and it was hard to concentrate.

Ana's mind was bombarded with images of what she would like Spider-Man to do. She could feel something pumping around the back of her head. She could feel the thoughts of him taking her right here and right now.

Laura was about ready to ram her claws through Ana, but Peter shook his head.

"You…..I see," Laura said. She would have been amused if she had not just gotten bombarded with a load of arrows in the back. She could see Ana move around and stagger around. "I guess since your adrenaline is pumping and…."

"What did you do to me?" Ana asked. She rubbed the back of her head.

"I didn't do this to you," Spider-Man said. Ana rushed Spider-Man and tried to grab him hard.

"I must have you," Ana replied, but Spider-Man overpowered her before he took her down to the ground.

"After all of what you've done, you just think that it's that easy, isn't it?" Spider-Man asked. He forced her down to the ground and was straddling on top of her. Ana tried to get out of the position that she was in.

"I don't want it to be that easy," Ana said. She could really feel herself warm up underneath the attack. Peter held her hands behind the back of her head. "I want it to be nice and hard."

Laura could hardly believe this. She didn't know whether or not to be annoyed or aroused.

"My father would have committed a high crime if he would have killed the likes of you," Ana said suddenly. "I should have…..I should have…"

"So, you really think that you've earned it?" Spider-Man asked.

"You can take me any time that you want, "Ana said. She practically purred underneath his grip and her determined expression. "Take me right here, take me like the animal that you are, Spider-Man. Take me hard."

"You know, I don't think that she's earned being taken by you," Laura said. "I think that she should suffer."

"My father wasn't worth it, I know that…..it was a matter of circumstance that you killed him," Ana replied. She nearly swallowed the lump in her throat.

She realized that Spider-Man propped her up and bound her to a tree. Ana felt her nipples harden in the position that she was. The webbing that he used was completely alive and it squirmed against her.

"Let's show her what's going to happen to her," Peter said. He stepped over and the mask retracted.

Laura threw herself at Peter, wrapping her legs around him and her arms around him. She kissed him in an extremely passionate way. Ana watched, feeling the pheromones pump against her. The more she struggled against her bindings, the tighter things got.

That caused her center to grow extremely moist and her nipples hardened. She could see Laura's hands move down the web slinger's chest.

"Yes, finish her," Ana breathed. She could see his hands roam down the former weapon's body.

Peter slowly slid his hand down Laura's pants. It was a pretty tight fit, but he was going to fix that. He slowly eased down her pants and ran his fingers across her pussy lips.

Laura could feel his fingers brush against her and it felt so good. She felt her nipples grew extremely hard as well. He was removing her top, leaving her completely naked as well. Her perky breasts and hard nipples begged for attention.

Peter's talented mouth wrapped around one of her nipples and he suckled on it. That caused her to close her eyes.

"Yes, show how talented your mouth is to her," Laura breathed. She could feel Peter's mouth and tongue brush over her.

She felt a rush of pleasure explode through her loins. The more Peter played with her, the better she felt. This was pure lust she was feeling and she couldn't wait to see what his mouth would do to her. His tongue kept rolling over her nipples when he suckled one of them and he switched to the other just like that.

"Yes, so good," Laura groaned. She could feel Peter's costume retract against her.

Ana could not believe how well-endowed he was. The thought of what he could do to her, and what he was about to do to Laura really felt exciting.

Peter pushed Laura against the tree and allowed her legs to spread in response. She wrapped her legs around him and pushed herself up, to get in better position with what was inevitable.

Laura was now suspended up against him. Her pussy grinded against his cock, feeling an immense amount of heat. She was in a lot of heat and things were only about ready to get all that much hotter. Laura grabbed her hands down onto the back of his neck and she slammed herself down onto his throbbing tool the best that she could.

Peter groaned when he felt her pussy tighten around his throbbing pole. She came down onto his tool rocking herself back up against him.

"Take me, take him hard," Ana begged Laura. She could realize that same cock could be inside her after a moment.

Laura was getting turned on by the fact that the daughter of the hunter wanted to be taken so hard. She drove herself onto Peter's tool and kept riding him against the tree. She was feeling the pleasure exploding through her loins.

"Damn, Laura, you feel so good," Peter groaned. He could feel her body spike up him and go down him again.

"I know, you feel good as well," Laura panted. She just allowed herself to lose herself into her own pleasure.

The two of them matched each other stroke by stroke with each other. Laura kept driving her hungry cunt down onto him and Peter speared his throbbing cock hard into her juicy pussy.

"Cum for me," Laura begged him.

"Yes, in a minute, just got to savor the moment," Peter said. He felt her pussy tighten around his tool and it felt extremely good. The two of them kept rocking into each other, pushing their loins together.

Peter decided that a change of scenery was important. He pushed Laura down to the ground.

Laura would have ripped anyone else other than Peter apart because of this. He hovered over the top of her and he rammed his thick pole deep into her dripping cunt. She closed her eyes and felt him impale her hard.

"Harder," Laura yelled. She made sure Ana could see her pleasured face.

Ana saw it alright and that caused her loins to heat up with an immense amount of pleasure. Peter grabbed Laura's waist and pounded into her pussy. She rocked her extremely hard.

The daughter of Kraven watched and imagined herself being in that position constantly. Ana tried to fight it, but she lost herself to her own hormones and more importantly her own arousal. The more he drilled into her, the more Ana imagined it. She could feel her lips get moisten.

It was almost like he was willing the webbing to slowly brush against her opening.

Laura felt him give her the rough sex that she craved. She was pushed into the ground and Peter slammed into her. Laura grunted when she felt him inside her.

Peter gave few more hard thrusts and his balls tightened immensely hard. He shot his load into her body.

Laura shuddered when Peter unloaded into her. She could feel him enter and exit out of her. There were a few thrusts when her body shuddered to a stop.

Peter pulled out of her and Laura was down on the ground. His eyes drifted to Ana's body and her pussy was willing and ready for him.

"Yes, take me like I'm yours," Ana begged him. She could feel Peter approach her and the heat rose from her body. The heat rose even more when he slowly stripped off her outfit to reveal her body.

She always focused on the hunt and that kept her emotions suppressed. Those emotions returned with a fiery vengeance and her twat oozed juices.

"I can tell how much you want this," Peter said. He gripped her hips and measured her. "This might hurt the first time."

"I don't fear pain, do it," Ana growled. She felt primal and ready. Her hips jutted out in an attempt to force Peter deep inside her and take her virginity. It would be the sign of his dominance if he did that.

Peter pushed into her and that caused her to groan in pain. She had experienced pain during her training, which was more than fine.

The pleasure she felt after this pain was intense. Ana's walls collapsed down onto him.

"Good, you're doing well," Peter said. He balanced his hands on her shoulder and gave her some slow thrusts into her body.

"Better go faster, I can't take the wait," Ana said. She was allowed a little movement, so Peter could grip her ass from behind.

"Better be careful what you ask for," Peter stated. He grunted when he emptied and filled her pussy. He pushed her back against the tree and took her breasts.

Ana knew exactly what she was asking for and she wanted to take it, hard. He rammed into her extremely hard.

Her pussy convulsed around his manhood. Peter grunted when he felt how tight it was. Now that her virginity gave way, he rammed into her.

"Batter me, harder, harder, harder," she begged him.

Peter grabbed his hands around her and dug his hands into her legs. He did as hard as he could. He didn't want to break her in half.

"If I don't feel pain, then I can't feel too much pleasure," Ana encouraged him. In response, Peter bit her nipples. "Yes, oh god, that's it, that's really fucking it."

Peter slid himself almost out of her and touched his tip on the edge of her pussy. There were seconds away from him entering her body. Peter rammed himself into her.

Ana could feel the pleasure of her orgasm exploding through her body. It felt some amazingly good she couldn't even begin to describe it. All she knew was that he filled her up completely. He wet walls caressed him.

Laura could see how hard Peter rammed her. He was taking out some frustrations on him.

"Damn, she can get pretty wet," Peter informed Laura. Laura laid back onto the ground and fingered herself into a bit of a stupor. "And just think, this is the weapon that takes you down."

"It would take any woman down," Ana breathed. She dug her nails into his back. More of her sticky juices pumped out of her.

She was really holding onto him. Her pussy clenched him and he plowed into her. His fingers taunted her from behind and increased their travels around her body. Wet was pretty much one way to describe how she was feeling. Her pussy rubbed against his tool when he brought it into her body.

"Harder," Ana begged him.

"Yes, if I get any harder, I don't know if you can take it," Peter told her. Ana reared her head back and screamed.

"Yes, I can take it, now really fuck me."

He drilled into her hard. Those words were about ready to send him over the edge. What really sent him over the edge was her hot pussy rubbing up against him.

Peter allowed himself to let his pleasure go. He shot his load into her body.

Ana screamed when she felt his white hot seed shoot into her body. With these final actions, she knew that he had marked her for his own forever.

* * *

 

It had been a long day for Sarah Kinney and she really thought that she had been waking up for an extremely long nightmare. She sat up in bed and she could see Laura sitting there, with a tray of food in her hand.

"Eat," Laura said firmly, handing her the tray. "It's been three days, but Ana gave us the antidote and there should be no after effects.

"I thought that she wasn't going to kill me," Sarah said. She really could feel a bit better after eating the food that she was going into her mouth and down her throat. She felt a little bit weaker.

"Well, there are fates out there that are far worse than any death, some of the poisons will put someone into a coma or cause their higher brain functions to shut down at the very least," Laura said. "A part of them will be aware, but they will not be able to comprehend what is going on around them."

"Forget I really asked," Sarah said. She closed her eyes. "It appears that all of your training from HYDRA has not gone to waste."

"Well, I did learn some rather useful skills there," Laura admitted. She gave a pained grimace. "But there were a lot of bad things there and I'm glad that HYDRA has fallen completely."

"You should be glad, there are things that you did, that you wouldn't want to remember," Sarah said. "I remember some of the things that I did and I wish that I hadn't."

"I remember them."

That was a statement that caught Sarah off guard. It would catch anyone with any sense off guard. Sarah looked towards Laura and she could feel her heart skip a beat when she looked at the girl.

"You remember it?" Sarah asked.

"Not consciously," Laura admitted. She placed her hand on the side of the bed and she looked into her mother's eye. "Every time that I close my eyes at night, I can see the faces of them. They plead for mercy. They tell me that they have families. Wives, children, brothers, sisters, and they beg for mercy. But I just kill them through, like I'm some monster."

"That's not your fault, that's all on HYDRA," Sarah said. She placed her hand on her daughter's hand and squeezed it. That caused Laura to relax a little bit more.

"Keep telling my subconscious that and one day it might believe it," Laura said. "I'm not about to go emo about it, don't worry. But…..I hope to atone for it one day. I'm not sure. I feel like I'm paying for my sins and the original Weapon X as well."

Laura also could see what Logan saw through his eyes in some of those nightmares. She was only more relaxed when she was with Peter and the rest of the girls. Laura thought about asking Jean to help her sort things out, but she didn't want to subject the telepath to the horrors. She closed her eyes.

"Peter saved you in the nick of time," Laura said.

"Yes, it appears that I owe him an even bigger debt that ever before," Sarah said. "He really does deserve more credit for what he does."

"Peter doesn't do any of this for the credit," Laura said. She actually smiled a little bit and that was one of the few things that made her smile. "He does do it for one simple thing. He has been gifted this great power and with great power there most come great responsibility."

"You've taken those words to heart, haven't you?" Sarah asked her daughter. Laura locked eyes with her and nodded.

"I have," Laura agreed. "You should get some rest and I'll be here if you need anything. We should look into getting you into a safer place though, away from me."

"If you think that you're going to protect me from your enemies, by hiding me away, you've got another thing coming," Sarah said. She barely had the strength to do so, but she managed to sit up and face Laura. She closed her eyes. "And I just have as many enemies from HYDRA as you do. This isn't all about you Laura. This isn't just all about you."

"I feel like it should be," Laura replied. "But my point stands, you should get some rest and if you need anything, I'll be in the next room."

"Yes, I know you will be," Sarah replied. She wished that she could get up to properly face her daughter. "You're lucky to have someone like Peter."

"That's something that we can agree on," Laura said.

She could hear the sounds of someone literally swinging by and make his way to the balcony outside the door.

Laura opened the door and made her way into the living room. She saw Peter standing on the balcony next to her. Laura invited him inside.

"You know, the front door is more conventional," Laura informed him.

"I just wanted to stop by and see how you were doing," Peter said.

"Trust me, after what happened, I'm not mad," Laura said. "And in some way, I really can see where she is coming from. She had a lot of pressure to live up to her family legacy. But now, I think that she's going to come to the realization that she is very wrong."

"Ana left today, she said that she has some things to work out," Peter said. "Why is it that half of the women in my life have some serious issues?"

"And you don't have serious issues?" Laura asked, looking towards Peter with a shifty grin.

"I do have serious issues, but that's not the point," Peter said. Laura shuffled closer towards Peter, closing the gap between the two of them with an intense kiss.

Peter relaxed in her grip and smiled when he felt Laura pull away from him. The brunette mutant looked towards Peter thoughtfully before she responded.

"I guess that's a huge part of your charm," Laura said. She turned to look out the window briefly before looking towards Peter. "I have more problems with an Algebra textbook."

"Are the nightmares getting any better?" Peter asked out of the blue. Laura frowned.

"I think that they are a little bit," Laura said. She could see Peter's burning gaze lock onto her eyes. ""Better in the sense that I've grown used to them."

"No one should be used to what you're dealing with," Peter said. He leaned in.

"You're not going to pity me for this one, aren't you?" Laura asked. She gave him one of those looks that could burn through steal if she got the chance.

"Trust me, Laura, I'm not pitying you, but if you need to talk to anyone, I'm here," Peter said.

"I know you are, and thank you," Laura said. She pulled him forward and kissed him on the lips.

The two of them exchanged the passionate kiss near the balcony right when the sun was going up. It was pretty much poetic in some ways, even if some might consider it to be a little bit sappy in other ways.

If anyone told Laura that this was sappy to her face, she would end up stabbing them with her claws. She felt relaxed with Peter's arms wrapped around her and things were great. They were better than great in fact, they were absolutely amazing.

* * *

 

This particular hotel on the outskirts of town was not one that catered to many of the nicest people in town. In fact, it was a hotel that catered to some rather disturbed and twisted people. The owners didn't care about the potential criminal activity that was going on. As long as they got their payment, they were going to be glad what they're going to get.

A young female entered the hotel. She actually looked a little bit better than the people who were normally there. Her dark hair was clipped back. She wore a silk blouse and a pair of jeans. She carried some kind of briefcase next to her.

The woman made her way to the front desk. There was a rather bored looking woman who was sitting on the other end of the front desk.

"I'd like a room for the evening," the woman said to the other one behind the desk.

"Yes, that's why most people come to a hotel," the woman behind the desk commented. She consulted the list. "Room Seven is free. Would you like someone to help you with your bags?"

"I've got that covered," the mysterious woman said. She lifted her hand up and held the briefcase.

"Well, then here's your key," the desk clerk said in a bland and extremely bored voice. The woman reached towards the desk and signed in. "I hope that you enjoy your stay here."

"I will, thank you," the woman commented. She sighed in underneath the name of Theresa Reilly. "I wish to not be disturbed as I enjoy my privacy."

"Pay for the night and you can do whatever you want in your own room," the desk clerk responded. Her tone grew increasingly dry when she spoke. "Just make sure you clean up any mess that you might make."

"Thank you," she agreed.

She made her way down the hallway with an extremely deliberate movement. The elevator was right there in front of her. Instead the woman who was underneath the alias of Theresa Reilly made her way up the steps.

There would be people hunting for her very soon. But that was fine because there would be people that she hunted right here in this hotel. This was the perfect vantage point as far as she was concerned for revenge.

Theresa was busy hunting down HYDRA after the past couple of months. They had broken apart after the fall of the Red Skull, but there were always plenty of dangerous leaders that were ready to take their place.

The problem with something like HYDRA, there was likely some idiot that was willing and ready to rule the world. And if it wasn't HYDRA, it was something else entirely.

Theresa could see a newspaper on the ground. It was the Daily Bugle. Normally she wouldn't have spent the slightest moment of time she had reading the drivel that flown out of the mouth of J. Jonah Jameson or rather the words that he put on paper. This was really different and she picked up the paper.

She saw the usual words that Spider-Man was a threat or a menace or somehow both. And then she saw the picture of him wearing the black suit.

The good news was that despite Jameson's words, he was able to tame it. Theresa was glad that he did.

The Dark Spider knew that black suit was created with her in mind. Her DNA was spliced with an alien life form. HYDRA's final step was to create the ultimate weapon. She knew that she would be unstoppable with the suit and she would also be harmless.

Theresa could still see Essex in the back of her mind. He was the monster that wrecked her mind and she was slowly taking everything that he owned from him. With her last breath, she would make that bastard pay.

The reason why she picked this hotel room, it offered her the perfect vantage point to take a closer look at something that had been vexing her. There was another organization that had picked up the slack from the former HYDRA.

' _AIM should be arriving at any second now,'_ she thought to herself, with a deep frown going over her face. There was a rattling like sound that caused her attention.

There was some kind of deal going down. Exactly what it was, she didn't know. AIM had raided the HYDRA cookie jar, getting their hands on items before she could destroy them.

It was go time, the Dark Spider was in position to hunt and take down her prey. AIM might be in cahoots with this Hobgoblin, and from her intelligence, many believed the Hobgoblin to be Harold Osborn.

That could be a problem, but if he was, then the Dark Spider would crush him. That would put her at odds with Spider-Man, but she honestly didn't care at this point. She had to do what he didn't have the nerve to do and cut off the goblin problem at the head.

' _See what AIM is up to,'_ she thought. She took a perch point. _'Stark really needs to take better care of his toys.'_

* * *

 

**To Be Continued on April 2** **nd** **, 2015.**


	46. Ready, AIM, Maim Part Two

**Chapter Forty-Six: Ready, AIM, Maim Part One:**

* * *

 

Peter, Donna, and Kara all waited in the front lobby of the Penthouse. Peter was dressed in a nice jacket, shirt, and pants combination, while Kara was wearing a red half shirt and a short flowing skirt. Donna was wearing black workout pants that tightened around her body and a black buttoned up blouse.

"You know, all things considered, that's an interesting combination," Kara remarked to her. Donna raised her eyebrow and gave Kara the evil eye. "Not like I have any room to talk."

"Well most of the time we wear togas," Donna admitted. That caused Kara to turn towards her with a smile. "Except for when we wear absolutely nothing at all. It was quite the education for the standards of modesty on the mainland."

"We can be pretty prudish when we want to be," Peter said. He was leaning casually against the wall. "And that is one of man's worst virtues, if you really think about it."

"I agree," Donna commented in a bubbly tone. It did give her a lot to think about. "Sex is such a natural form of life and you should be proud with your body and not be afraid to display it. That's what you were gifted with….."

"Well, we're better off not seeing some people naked," Peter said. He turned to Kara. "Imagine if the Blob was naked."

Kara was visited by one of the most horrific images she ever thought of.

"I'm imagining it now, thanks," Kara replied, pulling a nasty face. She shook her head. "I'm going to need brain bleach because of that."

Thankfully, Kara was distracted from that really awful thought by a more wonderful imagine, namely Carol showing up. Carol turned up in tight jeans and a tight white shirt, her hair clipped back. She looked to be a bit weary, although her expression did brighten up the moment that she came across Peter, Kara, and Donna.

There was a second woman that was her way in with Carol. The view and image of this particular woman was enough to blow people's minds and take their breath away. She was a striking tall beauty, with long black hair. She was wearing a female business suit, but it fit to her body. She looked to be around her mid-twenties or so. She stepped towards them with grace and sophistication that was beyond all imagining. The woman's smile was pretty infectious when she approached them.

"Carol, it's good to see you again," Peter replied. Carol threw her arms around Peter and paused, but she pulled away before giving him a kiss.

She was going to save it for later, mostly because she didn't trust herself not to jump him when he was out in the hallway.

"Good to see you again as well," Carol commented, a grin crossing her face. She turned around to introduce her friend. "This is Diana Prince."

"Right, Donna's sister," Peter said. He took Diana's hand as she stood with a regal grace. "It's a pleasure to meet you; Donna has told me so much about you."

"Only good things I hope," Diana replied, giving a weary gaze towards her sister. Peter kissed Diana on the hand and she would be lying if she didn't say that there was warmth going through her body.

"The best, trust me," Peter said and Donna smiled.

"What are you doing here, Diana?" Donna asked. "You're not checking up on me and making sure I'm behaving, aren't you?"

"No," Diana said. "I'm sure that Kara can make sure that you behave yourself."

"It's not easy, but I think that I'm doing a good job," Kara replied with a grin. That caused Donna to sigh and shake her head in bemusement.

"So, how are you enjoying New York?" Peter asked her. Diana smiled when she looked at the young man.

"It's a bit much to take in sometimes," Diana said with a smile. "But it does have its own charm. I guess when you've lived in Paradise all of your life, even Paradise can get a tad bit boring as well."

"A change of surroundings does you good," Donna admitted, nodding her head up and down.

Diana could hear a beeping on her watch. Carol turned to Diana and frowned. "Duty calls?"

"Yes, duty calls, I'm sorry to cut this short," Diana said. She leaned in towards Peter. "It was a pleasure meeting you, Peter. I hope that we're able to get to know each other well later."

"Well, I'm sure that there are other chances," Peter said. He could see Diana's eyes rake over his body for a moment and she turned around quickly.

That gave Peter a nice view of her spectacular ass and he wasn't the only one that was looking at this exotic beauty.

"I'm enjoying the show as much as the next person," Carol commented when Diana was out of range. That caused Donna, Kara, and Peter to all look towards her. "But, I believe that Peter promised me a tour of the Penthouse. Can't believe you upgraded this much."

"Yeah, we came a long way from working out of Gwen's basement," Kara said. Donna snickered in amusement. "Come to think of it, things were getting a little cramped in there."

"I'd imagine," Carol replied. She took Peter by the arm and led him off towards the tour. Donna and Kara made their way off to start working on homework.

Carol had to be impressed. She made one observation when the tour barely started.

"Ms. Wayne really did go above and beyond the call of duty here," Carol said. She looked over the state of the art gym.

"The equipment is more designed for the super powered set than your normal gym," Peter said. "Given that my powers have increased a lot and I have a few girls who could lift a car over their head without breaking a sweat, I think that it's a necessary addition."

"Nice," Carol replied with a whistle. She nodded in agreement. "Very nice."

"Glad to see you approve," Peter said. He escorted Carol down the hallway. "State of the art crime lab. The NYPD would kill to have something like this."

"Yes, I'd imagine," Carol said. She decided to ask a question. "How many bedrooms in this place?"

"About three dozen or so," Peter replied.

Carol whistled in response, sounding rather impressed.

"So, Helena might either be overestimating your abilities or maybe she's underestimating them," Carol suggested to him. Peter shrugged in response.

"Well, only half a dozen rooms are used at one point or another, but it's still early," Peter said. "There's a room here if you want to crash somewhere. I know sometimes your apartment can get pretty crowded."

"You know, I might just take you up on that offer," Carol said. Peter led her up the hall towards the row of bedrooms.

"Just pick one to your liking," Peter said.

Carol thought that this trip was going in the direction that she intended it to go. She licked her lips hungrily. She almost had Peter tangled in her web, really bad pun intended of course. Her heart started to race.

There were a lot of bedrooms there, some bigger than the others. Carol thought that it wasn't the size that matter; it was what you did with it.

' _But naturally, if you can do something great with that size, that's another wonderful matter entirely,'_ Carol thought. Her tongue brushed over her lips when she stared at Peter.

"I think I prefer this one, it's not the most exciting room in the world," Carol commented. Peter raised his eyebrow in response to her statement. "But it's very practical you know."

"Oh, it does seem like a room that fits you wonderfully," Peter said.

Carol placed her hand on the bed and gave him a predatory grin. She grabbed him and pulled him into a deep embrace. His broad chest pushed against her ample breasts and his hands snaked around to grip around her shapely ass.

"We better test the bed though," Carol said. She placed one leg over Peter's hip and pressed her lips against his with a hungry kiss. "To make sure it's structurally sound."

Carol used her strength to push Peter onto the bed or rather he allowed her to do so. Her legs wrapped around him when she had him pressed onto the bed. The Marvelous woman had Peter right where she wanted him.

And Peter thought that wasn't a really bad place to be.

Carol straddled Peter's body, grinding herself up and down over his crotch. The heat came through her pants. She moved on down and could see his costume slide away, to reveal his crotch. His throbbing cock stuck out.

"Mmm," Carol murmured. She grabbed his cock tightly and slowly pumped him up and down. "Does that feel good, lover?"

"Yes," Peter groaned. He could feel her tight hand against him. It was obvious that she was backed off. "But, I really want to feel those marvelous lips wrapped around my cock and you sucking it."

"Of course," Carol said. The blonde bombshell licked his cock up and down, lubricating it in her spit.

Peter felt her lips wrap around his cock. He could feel the warmth and the pleasure of the mouth of this goddess engulfing him. She rocked her head up and down and gave him a magnificent blowjob.

It had been a long time for Carol and she admired the taste of his cock. It was causing her a lot of pleasure and it put a smile on her face. She kept pushing her mouth down him as far as it would go. She was almost choking on his throbbing rod when it went deep into her throat.

It didn't take long and Carol had Peter slamming his throbbing manhood deep into her warm and inviting mouth. Her hot lips smacked against his tool when he kept working her over in a great fever.

Carol looked up at him into his eyes and it was enough to cause a twitching feeling between his balls. Peter tried to hold back, he really did.

"Damn, it, you're going to get me to blow," Peter grunted. He held the side of her face and rammed into it.

Carol was amused about the fact that he was trying to hold back, but yet he was face fucking her as hard as ever. She reached up and fondled his balls, squeezing them firmly.

That proved to be the downfall that put Peter over the top. There was an explosion of pheromones that caused Carol to cum herself hard. Seconds later, there was an explosion of cum shooting into Carol's waiting and willing mouth. Several ropes of cum kept firing into Carol's mouth, with the beauty tilting her head back.

Carol felt his throbbing manhood push deep into her mouth and he kept firing several shots of his cum deep within her waiting throat. The beauty tilted her head back and engulfed his rod when it pressed into her throat.

She swallowed his cum and cleaned him off the rest of the way. Slowly, Carol pulled herself up to her feet.

"I'm a bit overdressed," Carol said. She slowly reached up and pulled off her white shirt, revealing a nice lacy black bra. Given her body, it was pretty much custom made and it showed her ample breasts.

She turned around and eased her jeans off of her body. More and more of her flesh got revealed. Her tight ass was a treat and Peter couldn't take his eyes off of it, even if he wanted to and judging by the looks of her, he honestly didn't want to.

Carol slowly backed in towards him and her thong clad ass was visually displayed to him. She turned around seductively and smiled when she saw that Peter's raging boner was out to play.

"Think that someone wants all of this," Carol said. "Did you miss my body?"

"Yes," Peter groaned. She gripped him again with one hand and eased down her thong panties with the other hand. It exposed her dripping shaven pussy. Said pussy looked to be about ready to engulf him.

"Good," Carol said. She lined up her wet hole towards his throbbing manhood. Her lips brushed against his throbbing tool when she slowly lowered herself down upon him. "Because it's missed you, a lot."

Peter could really tell. He felt Carol's hot walls engulf him when she came down on him. It felt like heaven, wrapped in such a lovely sheath of flesh.

Carol bit down on her lip and she felt Peter's cock buried into her tight pussy. It was something that she missed and she had imagined it being inside her again during those long lonely nights working at SWORD.

She kept working herself up and down on his tool. The woman's walls wrapped around his throbbing tool when she rose herself up and down.

"Does that feel good, Peter?" Carol breathed. She brought herself down onto his manhood, using her powerful pussy muscles to squeeze his cock.

"Damn, it feels good," Peter breathed. He unclipped her bra and released her magnificent breasts to the world. He squeezed them. "How about this?"

"So, fucking good!" Carol exclaimed. She raised and lowered herself down onto his tool, bringing ti deeper and deeper into her body.

The beautiful blonde kept rocking herself up and down on his throbbing cock. She was determined to get her fill of him today, to make up for lost time. The thing about Carol Danvers was that she always got what she wanted. The desire flooded through her body when she kept riding him like there was no tomorrow.

Peter was buried between her breasts and sucking on her tits. He was having the time of his life with this goddess riding him.

Carol stopped suddenly after the orgasm and pulled herself away from Peter. Peter was about ready to protest, his cock ached in knee.

The superheroine assumed the position next to the wall, placing her hands on the wall and spread her legs.

"Take me, big boy," Carol offered him. She swayed her ass from one side to the other. Peter grabbed his hands on her ass and stuck them to either side of her.

Peter aimed his manhood towards her dripping hot hole and slid into her without too much effort at all. He felt her engulf his rod and it felt good to be entombed in such a wonderful sheath of flesh. He grunted when he entered her, it felt so wonderful to have his cock wrapped around her pussy.

Carol's lovely ass bounced when he rammed into her. Her breasts jiggled as well. Peter reached over and cupped them. She gave him enough room to stick his hands onto her breasts.

"Damn, how do you get so wet," Peter stated.

"It's because of you, Peter, your big cock, why don't you take me with it?" Carol asked. Peter placed his hands on her hips to get traction and the tendrils of his costume shot out, wrapping around Carol's nipples and squeezing them.

Peter drove himself into Carol's tight cunt from behind. His massive balls kept slapping against her luscious rear end. He was rocking into her body at an intense rate, driving his manhood into her tight, luscious body.

"Cumming so hard," Carol breathed. "Oh, please, cum with me Peter, that would feel really good, to feel your nice seed shooting into me."

Peter could feel her snug walls around him and he could feel the desire of wanting to cum rise up his balls. Her ass swaying in front of his face stimulated him and he could not help but push a finger in there.

"Dirty boy!" Carol admonished him playfully.

"Come on, don't tell me that you don't like that?" Peter grunted. He kept playing with her ass and fingering it.

"Love it," Carol breathed. She closed her eyes and felt her entire body size up with pleasure. "I'd love it even more if you came into me."

As much as Peter wanted to cum inside her, he wanted to explore her body even more. He was balls deep in this beautiful woman with this amazing body, so he wanted to make the most of it. He dominated her, fucking her against the wall.

Carol always was on top, so the fact that she was being dominated and being treated nearly like a whore was an experience that turned her on It didn't turn her on nearly as much as Peter's huge throbbing cock being buried deep inside her body, but it was an experience. Her wet heat sealed him within her, and Peter kept working into her body.

Eventually, all men had their limit, even Spider-Men. Peter could feel an aching feeling in his balls.

"You can't hold it back anymore, can you?" Carol asked. She felt this session was just warming her up.

"No, I can't," Peter grunted when he pushed deep into her gushing cunt.

"Then don't hold back, cum, cum for me, cum inside me," Carol encouraged him. She practically sang this last statement when Peter worked her over. Her pussy gushed when his cock hammered into her from behind.

"Oh, I'm going to cum inside you alright, I'm going to wreck your sweet, beautiful pussy," Peter breathed when he slammed into her.

Carol groaned when he filled her with his cock and seconds later, he filled her with his cream. Peter kept shooting his juices into her body, sending splatter after splatter of cum deep inside her body.

Peter nearly pulled out of her and allowed his seed to drip down out of her. It oozed out of her.

The Kree empowered super heroine turned around, her hands pressed against the walls and her legs spread with a wide grin on her face. She wrapped her legs around Peter and pulled him in.

"I'm not done yet with you, big boy."

Peter entered her with a swift thrust and felt his manhood became engulfed in what could be classified as heaven. They were certainly not done and Peter appreciated that fact.

"Yes, that's it Peter, fuck my tight pussy, fuck it hard!"

* * *

 

An outside observer might have seen a really curious sight and that sight was a group of angry bee keepers outside. They were working for AIM, or rather their grand leader. All of them were buzzing around, for lack of a better term.

"Stark still has a security hole a mile long, you think that he would learn now," one of the AIM scientists commented.

"Yeah, he should, but he's never been one to admit his mistakes," another AIM scientist said. There was a momentary chuckle coming from him.

"Well, guess that his loss is our gain, and AIM will rule the world," a third scientist said.

The crate was rolled out of the truck and one of the aim scientists looked at it, with a fair amount of apprehension dancing in his eyes. He turned to his fellow scientists and had one thing to say regarding it.

"Is it just me, or is this lighter than it should be?" the AIM scientist asked.

"It's just you, Stark's likely done something to it to make it…" the AIM Scientist commented, before trailing off. There was something wrong with this crate. He reached behind and grabbed a device from his belt. He attached it to the crate and turned a knob.

The crate busted open and caused sparks to fly in every single direction. The AIM scientist looked to be confused when there was just one round device in the crate.

"This is the weapon that the boss sends us after?" the AIM scientist asked. He didn't want to say he was skeptical, but yeah, he was pretty skeptical about this.

"That's what the boss wants, and that's what we're going to take," the AIM scientist said. Almost on cue, the device in the crate melted in his hand and exploded to send out an explosion of gas that stung when it connected with them.

There was a hideous scream of agony and the Dark Spider spiraled down onto the ground. She kicked one of the AIM scientists so hard that his legs crumpled out from underneath him. She slid out from underneath the attack, and jammed him in the back with a pair of stingers.

The truck opened up and more AIM goons arrived. One of them held a large energy cannon towards The Dark Spider. She dodged the attack and it blew up the ground behind him.

AIM surrounded her, about ready to go in for the kill. Suddenly, a hammer flung into the air and took the AIM scientists down. They fell like bricks.

An arrow shot one of them in the shoulder, causing him to drop to the ground. Hawkeye dropped down to the ground. "Really, these guys again?"

"Stealing my tech, again," a fuming Iron Man said. The energy attack bounced off of his armor. He aimed the attack towards his enemies and knocked them over with a violent attack. The entire group fell over like dominoes.

"Yeah, you really need to get better security," Hawkeye commented, shaking his head in bemusement.

"That's for certain," the Hulk said. He rushed the AIM goons and knocked them over. One of them tried to shock him from behind. He turned around and grabbed his adversary around the head. "Ha, it tickles."

The adversary crashed down to the ground, blood pouring from his mouth. It was the Dark Spider that punched him in the back of the neck. She started to attack her adversaries with efficiency and scary brutality. Her fist nailed her enemy hard and rocked him. The enemy was doubled over just like that.

"And people think that I have anger issues," Hulk casually said. He delivered a casual back hand to one of the AIM goons that tried to attack him from behind. He crumpled to the ground like a house of cards.

"I'm not touching that one, are you?" Hawkeye asked. Black Widow did a forward roll and she electrified the ground.

"They're equipped with HYDRA tech," she replied. She drilled her enemy with a kick and knocked him down.

"That gives us all that more of a reason to take them out," Captain America said. He used his SHIELD to block.

"STAND CLEAR!"

A bellowing voice echoed and there were canisters that launched onto the ground. The canisters busted open and released clouds of gas. It was nearly gagging.

The agents of ARGUS made their way in and they were the type to shoot first and ask questions only when they felt like it. They were firing at the Avengers and AIM.

"Will someone tell them that we're the good guys?" Hawkeye grumbled. He shot an arrow in the air, allowing them to get some cover.

"We could tell them, but I doubt that any of them would get the point," Iron Man said. There were twenty AIM scientists on the ground. The Dark Spider was gone and Iron Man found himself face to face with the wall or rather Waller. "Amanda Waller, so I see that you've inherited the keys to the castle."

"So, you're Fury's personal team of heroes," Waller said. She scoffed when she looked at Iron Man and looked over the other heroes, with disdain.

"Well, Fury might have brought us together, but we do our own thing," Iron Man answered.

"It's your tech that caused all of this, Stark," Waller said. "What are you going to do about it?"

"Plugging up the security leaks take time," Iron Man replied in a patient voice. "You know, the United States government has a lot of room to talk, because they got infiltrated by HYDRA. That didn't work out too well for any of you, did it?"

"Funny, Stark, that's why they brought me in," Waller told him. She bared down on the armor clad avenger, looking like a nasty bulldog. "And if I have to clean up your mess as well, heads are going to roll."

"You know, I liked Nick Fury better when he was some Samuel L. Jackson looking guy in an eye patch," Iron Man said. That caused Waller's scowl to deepen.

"I'm not Nick Fury."

She was about ready to walk off, but she stopped. "The days of vigilantes running around unchecked without having to answer to the government are almost done. I'll be watching, Stark."

Waller turned her back and the moment that she left, Hulk turned to the rest of the group. "Who shit in her cornflakes?"

"We better call, Spider-Man, I'm sure that he would want to know that his demented double was lurking around," Natasha informed Tony.

"Right, well you're the one that has his number, so why don't you do the deed?" Tony asked and Natasha didn't even break her stoic tone.

Sometimes it was hard to keep that Black Widow mask, but that blasé statement from Stark almost made her smile. It was almost like he was a bit envious or at least in awe of Spider-Man. Then again, he honestly didn't have any room to talk, given the number of twenty something super models that found their way into his penthouse on a daily basis.

Poor Pepper, having to take out the trash on a daily basis.

* * *

 

Carol finally decided that she had enough, at least for right now. She currently wrapped her arms around Spider-Man and pressed her breasts against his broad back. She felt sticky, a bit sore, although not too much. Her super powers were a great blessing in the sense that she could take a lot and give even more. They had made love for hours, fucked a fair bit as well, in several different positions.

Even the super powered needed a break to recharge, and Carol was glad that she got enough before she had to take a break, although it was a very short break all things considered.

"You've upped your game since the last time that we've been together," Carol said. She nibbled on his ear lobe and smiled when she leaned on into him. "I approve."

"I'm glad that you approve," Peter informed her. She could feel her hands cupped against his crotch and she pressed her pussy against his ass. "And if you're ready to go again, I'm….."

There was a buzzing sound that caused Peter to groan. He shook his head when he pulled his way out of bed.

"I guess that duty calls at the worst possible times, "Carol said. She had to find her clothes. They were around here somewhere. "I'm going to take a shower, do you mind?"

"Only that, I won't be joining you," Peter said. He closed his eyes and he became presentable. That was the good thing about the suit in general; he was able to become decent at a moment's notice.

He made his way through the communications room across the hall. He saw the holographic image of the Black Widow.

"Hell of a time for a cyber-session, Natasha," Peter commented, trying to lighten the mood.

Natasha was not going to lie, she almost smiled. "That's more of Chloe's territory, I believe."

That was a statement that caught Peter off guard all to itself. He was floored by what she said and he frowned. "Was it possible that the big bad Black Widow actually made a joke? I'm speechless, honestly I am."

Natasha shook her head. That was Spider-Man in a nutshell, always quick with the one liner's. "I have to call you about something very important."

"Oh, what is it?" Peter asked. The time for joking was done and it was time for some serious business.

"It's the Dark Spider," Natasha answered. "She's been busy."

"I know she has," Peter said.

"You know, she must be your sister, but…" Natasha said, she was trailing off and Peter looked at her. "You have a bit of a blind spot for your friends and family, even your ex-friends."

"This isn't about the entire Harry Osborn thing is there?" Peter asked. "Look, we haven't talked to each other for years, but I still don't see how he could be capable of being the Hobgoblin."

"That's not our concern, although AIM has been found lurking around OsCorp," Natasha said. "And there is something there that they want their hands on."

"Did they get their hands on it?" Peter asked.

"No, they didn't, but they got too close for comfort," Natasha informed him. One could tell by her body language that OsCorp was an area of concern. "If Fury was still around, I think that we could get into OsCorp no problem at all."

"But Waller isn't really willing to rock the boat that much, is she?" Peter asked. "Unless the person is wearing a mask and actually stopping criminals."

Did that sound too bitter? Peter honestly couldn't tell.

"I wouldn't work for Waller, none of the Avengers will, although she wants to force the issue by making us out to be fugitives," Natasha said. "And ARGUS is getting some really heavy duty funding."

"From who?" Peter asked. "It's not from Harold Osborn…"

"No, it's from Lex Luthor," Natasha replied. That was a name that caught him off guard.

"As in the famous billionaire?" Peter asked. He was richer than Norman Osborn and had a far better haircut as well. "Didn't he become a recluse?"

"Well, he's taken himself out of public eye," Natasha added. "But there are rumors that he or someone high up in his organization is using money to back some anti-super hero programs. It's nothing to the scope of the MRD, because no one is willing to commit political suicide by igniting that torch again, at least not yet. Although, LuthorCorp and OsCorp have been known to work together in the past."

"I'll see what I can find out," Peter replied. He didn't like this.

He was beginning to have a few doubts whether or not Harry was the Hobgoblin. His father's body going missing was still alarming. No matter what avenue Peter explored on that end, he always hit dead end, after dead end.

It was time for him to hit the streets and see what he could find out.

* * *

 

Spider-Man was suited up and ready to go, making his way into the main OsCorp headquarters. He was on the ceiling, pretty much in stealth mode, and there was a gentleman who was talking to a couple of suspicious men in suits. Peter couldn't really make out what they were saying, but a briefcase changed hands.

' _Donald Menken,'_ Peter reminded himself. _'He worked for Norman back in the day and he's a pretty shady guy in his own right. Better be careful around here.'_

Peter made his way down across the lab. There was a door halfway open, leading to some research and development facility.

Curiosity might have killed the cat, but Peter wasn't looking to be curious for the sake of being curious. He wondered what kind of business OsCorp had with AIM.

He could see Harry Osborn on the phone with someone. "Make sure it's secure. If you lose this shipment to that nutcase, it will be your head this time. I'm counting on you to make sure that it goes on without a hitch. Your life depends on it because my life depends on it."

Peter couldn't hear what was going on with the other end of the phone, but he was pretty sure that it wasn't to the young Osborn heir's liking. He turned around and saw him standing there.

"Spider-Man," Harold replied. He didn't seem too surprised to see the friendly neighborhood web slinger standing back. "I was expecting the other one for a moment."

"No, you get the friendly neighborhood model," Spider-Man said. He approached Harold, closing the distance between the two of you. "Every single thing that I've investigated, it leads back to OsCorp. AIM, the Hobgoblin…"

"You think that I'm the Hobgoblin?" Harold asked. "Perhaps that suit is cutting off the blood flow from your brain, but I was knocked out of the window. And saved by you."

"Yes, and you're welcome," Spider-Man said. Ever since Harry got sent to Europe, he changed and it was not like the better. "What is the Dark Spider destroying?"

"She destroyed medicine and supplies that could help people," Harold replied.

"Yes, the OZ formula, I'm sure that any replication of that being destroyed, that will set you back," Spider-Man answered.

"Look, I don't know what you're talking about," Harold said. He could feel his body temperature go up. It was time for his medicine and he grew rather dependent on it.

"You're becoming more like your father every day," Spider-Man said.

"He'd disagree with you," Harold said shortly. He stood to his feet and closed the gap. "I'm not doing anything other than trying to keep a failing company from being bought out by Lex Luthor. OsCorp needs something that will put it back on the map."

"Hopefully that's not another monster, the world doesn't need another monster," Peter answered.

"The world has enough with you," Harold replied dryly. "The world might assume that you're a hero, but you drove my father to madness."

"Oh, come off of it, Harry," Spider-Man said, agitation. He could not believe how his former friend was acting like a self-entitled brat. Natasha might be right, he could be blinded by his friends. "First of all, it was a very short trip…"

"You know, I don't have to put up with this," Harold said. His breathing quickened and he felt his muscles tighten. "I don't have to put up with any of this at all."

He got up to his feet. With disgust, he turned his back on Spider-Man and stopped at the edge of the door. He paused without another word.

"And I better not see you around here, or I'll press charges for trespassing."

' _Don't worry, Harry, you won't see me around here ever again,'_ Spider-Man thought. He slipped out of the back way, with a frown on his face.

It was most certainly a troubling thing for him. He was once a friend and to think that he turned so twisted, that alarmed Peter.

Perhaps Natasha was right, perhaps he did have a blind spot for certain people. The apple didn't fall far from the tree for some people and it appeared not to be the case with Harold Osborn.

He did leave a bug in the office when he was talking to his former friend. He hoped that it didn't come down to this, but he figured that it was only inevitable at one point or another.

There was something outside. Peter frowned when he looked over his shoulder.

' _On the bright side, whatever it is, isn't setting my spider sense off,'_ Peter commented. He stood up straight. _'On the negative side, it's not setting my spider sense off.'_

He didn't know what was happening, but he was pretty sure that he didn't like it. He noticed the Dark Spider creeping into the shadows.

Was she after another crate? He didn't know. Regardless, Spider-Man was going to follow her path.

* * *

 

At first, Spider-Man thought that he had lost his doppleganger. He landed on the building and turned around. He wasn't one for playing games.

"After all of the HYDRA cells that I took out, you would perhaps come to the conclusion that I'm not the bad guy here," the Dark Spider said. Spider-Man turned around and faced her. There was a tense moment between these two siblings. It was so much so that you could hear a pin drop onto the ground. "But, I suspect that you have other reasons why you're going after me."

"I just want to tell you that you have a place in this world that's beyond mindlessly hunting people to atone your past mistakes," Spider-Man said.

The Dark Spider leaned back, cracking her neck. There was a moment where her lips curled into a smile that was underneath her mask.

"Your idealism is amazing, if a bit annoying," The Dark Spider fired back.

Spider-Man couldn't respond to that. His spider sense went off and that caused him to be completely on edge. He stood up straight, frowning.

"And the bee keepers are back," Spider-Man said. He frowned. "And they have jet packs. Why do they have jet packs?"

"Stark really needs to have better security," The Dark Spider said in disgust. She raised her hands, but deadly weapons were pointed on them.

"We have them, we have both of them," one of the lead AIM scientists remarked.

"Excellent, the Hobgoblin will be pleased, but we will give him what's left when we have taken a look at them."

Peter could see a large dark shadow cast over the top of him. At first, he thought that there was some kind of solar eclipse that was over the top of him.

It wasn't a solar eclipse as it turned out. It was an individual dressed in a yellow and purple costume, with a helmet on his weathered face.

The rest of his body was so tiny, or maybe his head was so hugged. Spider-Man looked at the head, his mouth hanging halfway open. He was completely caught off guard.

"No doubt you are in awe of my magnificence," the large head man said.

"No, no, I'm just…..that….oh boy," Spider-Man said. The Dark Spider looked rather annoyed by him, even more so when he started to crack up laughing.

"You will be obliterated, why are you laughing?" the large head man asked.

"You have a head…..your head is big, you really have to be compensating for something, you look like something a stoned artist would draw," Spider-Man said. "Seriously, you look like a demented baby doll with your head glued on top of a GI Joe."

"You dare mock me, you dare mock MODOK?" he asked, his eyes glowing. "I am superior to you in every way, and you will be destroyed. You are the key to AIM's goals."

Despite how absurd this MODOK guy looked, these guys were for real. Spider-Man could barely keep a straight face.

"Be careful, we're in for a battle," the Dark Spider warned him, with the AIM scientists surrounding them and their fearless leader.

"He is the key, make sure he's intact," MODOK said. "And make sure the suit is as well."

* * *

 

**To Be Continued on April 9** **th** **, 2015.**


	47. Ready, AIM, Maim Part Two

**Chapter Forty-Seven: Ready, AIM, Maim Part Two.**

* * *

 

Elsewhere in the city, Helena Wayne was following what she assumed to be an extremely solid lead. She found herself slipping into the AIM base to investigate the problem. Most of it was cleared out, but that didn't stop her all that quickly.

She was half expecting a trap of some sort. Helena looked over her shoulder and there was nothing. The security system specs Oracle gave her allowed her to navigate through the building as well as she could. AIM had been all over the places, in fact, there were a pocket of them right in Gotham City.

They kept slipping through her fingers with an increasing amount of regularity. Helena removed a window cutter device and started to cut open the window.

"I just thought of something, what if they cleared out the base and purposely lead us here?" Oracle asked.

The Huntress didn't say anything. She was ready to attack first and ask questions whenever it suited her. There was a dripping sound. One of the water pipes above had been damaged. She scanned for anything. They didn't leave any residue behind, not even a finger print. If nothing else, the people who ran this base were careful.

She was just as careful though. Helena walked forward and started to tap her finger on the console. It started to come to life.

"There's something on here," Helena said, finally breaking her silence. There was a screen and a password on it. "There is some heavy duty encryption on it, do you think that you can break it?"

Oracle seemed almost exasperated that she was doubted. "Can I break it? Do you realize who you're talking to?"

There was no comment. She was going to break it and not only was she going to break it, but she was going to break it in style. Helena waited patiently. She set up a couple of surprises in case some AIM goons decided to cause any trouble around the base.

"Okay, as if you even needed to know, I'm now inside," Barbara said. "But, what are you looking for?"

"We'll know in a moment," Helena said as she accessed something. It was a communication video feed. "They tried to wipe the system, but they did it very quickly."

"Make sure the formula is ready, I don't want any surprises," the Hobgoblin said. The communication on the other end was difficult to hear. "I don't want any excuses; I just want you to hold up my end of the deal."

"That's the Hobgoblin?" Oracle asked.

"Yes," Helena said. The Hobgoblin was following in the footsteps of the old defeated Norman Osborn model and causing untold havoc throughout the city. She dialed into the communication network and see if she found any more information. "He's trying to reduplicate the OZ formula."

"That formula has caused more trouble than it's worth," Oracle said.

The Huntress didn't say anything, but she agreed. She was preparing to access the drive. Exactly how far did they get with replication the formula, if at all? She didn't know, and she hoped to find out.

"So, do you think that we can get everything that we need to get off of there, or did they wipe it too well?" Oracle asked.

Huntress piped back in with a swift response of her own. "You tell me and we'll both know…..I'm preparing to see how much of it can be recovered."

The system looked like it was about ready to crash at one wrong move. AIM likely uploaded a virus into their own system to pretty much kill or cripple it. There was a beep in Oracle's ear on the other end.

Huntress didn't really pay that much mind. She was able to multitask with the best of them. Three or four groups were often helped out at the same time.

Oracle's voice was fretful when she returned. "We've got a bit of a problem."

"What kind of problem?" Huntress asked. She had managed to get the virus purged from the system. She rebooted it and was hoping to download it, providing it actually did reboot properly.

"Spider-Man has been attacked by AIM, and the Dark Spider is there as well," Oracle reported. There was no reason about it that did classify as a problem. "Do you think that we should….."

"Just one moment, let me download this," Huntress said. She was downloading the information onto the drive. It came onto it fairly fast and furious.

* * *

 

Spider-Man didn't quite know how he got himself into problems like this. He only knew that he got himself into problems like this. One of them had a large gun and charged him in response. The web head dodged the gun and launched a line of webbing, ripping it out of his hand. Spider-Man pushed himself up into the air.

"You're too slow, you're giving them enough time to attack you," The Dark Spider said. She rammed her fists down onto the back of the neck of her enemy. It caused him to land down onto the ground hard. "Use the suit to your full advantage."

Spider-Man caused some large painful whips to appear from the suit. They were armored, so he was not inclined to hold back way too much.

"That's it, take him down, and bring him down!" MODOK yelled at the top of his lungs. He had a shield around him to protect him.

"You know, I vote for taking Captain Big Head and shutting him down," Spider-Man commented. He had to avoid AIM's most violent attacks. The web slinger flipped out of the way and stuck the landing down on the ground.

"Good idea, easier said than done," Dark Spider said. One of them lifted a large gun at her. She blinded him with a venom blast.

She jumped up and used her knee onto the back of his head. There was a loud crunch that indicated that he was down for the count. Dark Spider was pleased that her brother was watching her back.

Peter Parker was glad that he had the suit. It allowed him some mobility. He created two wrecking balls with his suit and flung them extremely hard.

The wrecking balls bowled over the AIM agents. Some of them scattered, others weren't that lucky to scatter. One of them ran right into the attack from the Huntress who clipped him into the back of his head.

"The Huntress!" MODOK howled. He sent in for another wave of AIM agents.

Huntress moved up and threw a metal canister into the air. It broke open and released a sonic pulse that disrupted MODOK's control. If this was only the end of it, Helena would be pleased, but she knew better, she knew that this would not be the end of it.

There was the pitter patter of some back up and one of them had a large cannon in his hand.

Spider-Man was busy striking everything that moved. He could feel something prick against the back of his neck.

"Hey, hands off," Spider-Man said. He turned around and knocked one of the offending scientists off of the roof. A tube nearly fell out of his hand, but he caught it.

The Dark Spider realized what they had taken and she kept fighting. "You need to stop them by any means necessary. They can't be allowed to leave with a tube of your blood."

Spider-Man thought that they could have gotten his blood from anywhere, he spilled it all over the city. He rushed them.

MODOK, having recovered from his splitting headache, looked down at the web slinger with the most utter of contempt. He was growing sick and tired of his constant meddling and he needed to do something to shut him down and right away.

"Flee, I will take care of him!" MODOK yelled. He used his mental abilities to bring Spider-Man to his knees.

Spider-Man's spider sense went so wild that it felt like his head was about ready to crack open like an eggshell. He was trying to hold himself up, but all he felt was a constant bombardment in the back of his head. He thought that he felt pain before, but pain was nothing compared to what he was feeling right now.

His head felt like it was about ready to explode and it wasn't about to explode in a good way either.

Kara rushed in at the speed of light. She was like a blur when she passed him and she knocked AIM agents away. They were piled up high.

The one that stole Peter's blood was out of the way. He got up to his feet, his head still ringing. The suit might have protected him from a lot, but that, he didn't protect. He could hear something in his ear.

"We've got a problem," Oracle said.

Peter groaned, those were words that he never wanted to hear in the middle of a mission. He never wanted to hear those words, ever, ever, ever.

"What kind of problem?" Peter asked.

"There's a thermal explosive device, it's going to both explode and burn up everyone in a certain radius," Oracle explained to them.

Peter groaned. Not only were the innocent civilians in peril, but he was as well. The suit protected him from a lot of things, but fire was not one of them.

Kara frowned when she looked around, using her X-Ray vision. She could not find it.

"Lead, damn it," Kara swore. Peter placed a hand on her shoulder to calm her down and Kara was pretty much as calm as she was ever going to be in a situation like this one, which wasn't saying a whole lot to be honest.

Helena knew that they were going to have to track it the old fashioned way. They noticed that the Dark Spider slipped away, but they had more problems.

"I've got something," Oracle said.

"I'd be disappointed if you didn't get something," Huntress said. That caused Oracle to smile, even though it can't be seen.

* * *

 

"So, I came into town in business, just in time to see everything go insane," Karen told them. Kara was pretty excited to see them, as was Peter. Helena expected that she was going to come.

"That's normally how that goes," Kara said. She smiled when she leaned back in one of the rooms in the Penthouse that they were using. "Never a dull moment in New York City."

"Well, Gotham isn't that much better, or even Metropolis, Metropolis can be a real trip sometimes," Karen admitted to her.

There was another voice that joined them. Peter was rather surprised. "You know, if you really want a place that the insanity never ends, you should try to visit Smallville sometime. Chloe can really tell you some horror stories about the madness there."

They turned around to see a fairly attractive dark haired female standing there. Her hair was cut a bit short, it was curly. Despite the female business suit that was wearing, there was nothing that can disguise the she was a farmer's daughter type true and true. She had a well-toned body underneath her skirt.

"This is my cousin, Claire," Kara informed Peter. Claire, this is Peter Parker."

"So, this is the Peter Parker that Kara was telling me about," Claire said. She reached forward and gave Peter a firm handshake, which he returned with an equal amount of gusto. "It's a pleasure to meet you."

"Yes, but I'm pretty sure that you're not here just to pop in for a friendly chat," Peter informed her.

Claire shook her head. "If I was, I would be happier. But New York and Gotham aren't the only people who have had problems with AIM. Metropolis is one of them, and there are rumors that the shipments have been lead back here. Rumors that the shipments from LuthorCorp have been sabotaged by OsCorp, as part of their growing rivalry."

Peter mused about that.

"And since I'm the low woman on the totem pole at the Daily Planet, I've been sent here to check it out," Claire said. "And here's what I've been able to find out."

She handed Peter a packet. Kara, Karen, and Helena all joined him in looking over that packet.

"So, you were able to find out all of this on your own?" Kara asked. She was really impressed with the work that Claire did. She deserved to get a job as full time reporter because of this.

"Well most of it, on my own," Claire admitted. "There were a couple of details that I had help on, someone helped me out."

"Well, it looks good, so do you mind if I check it out?" Peter asked. "To just verify everything to make sure that it's accurate."

"I wouldn't be doing my job as a reporter if I didn't let you verify everything," Claire admitted.

Without another word, Peter walked over and got on the phone. "Hey Betty, are you busy? Okay….just a few minutes, but I want to run something by you. It could blow the entire lid off this entire Hobgoblin story."

"Oh?" Betty asked. Her reporter sense was tingling.

"He's working for an organization known as AIM…"

" Advanced Idea Mechanics, I know," Betty replied. She was a reporter, so naturally she was able to do her homework. "They are an organization who uses technology to commit terroristic attacks, although its stolen technology….so are you thinking what I'm thinking?"

"If you're thinking that they were the ones that got Stark's specs for his armor and sold them to the Hobgoblin, then you're thinking exactly what I'm thinking," Peter answered her. He could feel the thrill of the hunt increase in his body. "I'm going to send you some information, right now, could you check up on it for me?"

"Just one second," Betty said. There was a pause when Betty was looking through her information. Peter waited fairly patiently on the phone for her to conclude her business. "Well, that's pretty interesting."

"What is?" Peter wondered.

"Well, it's right, and LuthorCorp was trying to keep it under wraps, almost like there's some shady dealings going on there that they don't want anyone to know," Betty said. Her reporter sense was tingling and it was giving her some pretty strong vibes. "Got to go, Peter, if I find out anything, I'll call you up."

"Right, thanks Betty," Peter said. Their next move was pretty much unknown. He moved towards Helena. Barbara joined them and the pair finished decrypting the hard drive.

"I believe we have something."

* * *

 

"You have his blood," The Hobgoblin replied. His voice was calm and he wasn't really that excited when he spoke. It was a calm, cool, and tranquil tone coming from his voice.

"Yes, we have his blood," MODOK confirmed. "We are analyzing it now. We should be able to isolate certain elements within his blood and create a component that will replicate the OZ serum."

"There is one person that could help you speed up the process," the Hobgoblin said. MODOK's eyebrow raised in response.

"I think my mind is sufficient enough to understand anything regarding this formula," MODOK said.

The Hobgoblin scowled. He was growing rather tired of MODOK's ego and the fact that the menace seemed to think a bit too highly of himself for his liking. He was going to have to play the game for now, at least until he was able to accomplish all that he could.

"There is Harold Osborn, he knows about the OZ formula," The Hobgoblin said. "He may have access to his father's remains where he is running his own tests."

"Yes, yes, your suggestion does have a fair deal of merit," MODOK agreed. He pondered the fact for a few moments. "We will arrange to break into OsCorp and capture Harold Osborn."

It was not as if such an asset would drop into their laps. It was extremely doable if they had the opportunity to do so.

The Dark Spider tracked them there. She could not wait for her brother and his team to do what they were going to do. She needed to acquire the blood sample that MODOK had and she needed to acquire it out. The fate of pretty much everything rested on what she did.

She pounced and took down one of the scientists nearby. He wasn't one for a battle.

"The Dark Spider!" MODOK yelled. She rushed forward, when suddenly a force field appeared around her. "I thought that you would follow us here, it was just a matter of when you would show yourself."

The Dark Spider could not believe that she had been tricked. She tried to get up to her feet, but suddenly, something grabbed her from behind and she was forced down to the ground.

"Every single nerve ending of your body is firing pain receptors all at once," MODOK taunted her. "You do not need to imagine the very worst pain you ever will feel, because you're feeling it right now."

The Dark Spider had a collar snapped around her neck. Given all of the time she spent being brain washed by HYDRA, she recognized what this was right away. Contempt flashed through her eyes when she looked up.

"You better hope that I never find a way to break your control," the Dark Spider warned him. She couldn't move on her own accord.

"There is no concern about that, no matter what happens, there is no conceivable way that you will be able to break free on your own accord," MODOK said. He was practically taunting her along the way.

The Dark Spider couldn't believe how trapped she was. She was beyond trapped. It was too awful to even think about.

"And now, I have the means to break into OsCorp and capture Harold Osborn," MODOK said. "Do you have anything to say about that?"

"Many things," The Dark Spider responded dryly. She felt like a puppet on strings. And MODOK held her strings. "But, I will serve you, until someone frees me."

"No one will free you," MODOK taunted her. "You may leave and do anything in your power to get Osborn. But he must be returned intact."

The Dark Spider nodded in response and hated herself for it. She was an utter puppet on a string, being manipulated the entire way.

* * *

 

Harold Osborn was having what could be classified as a bad day. He had been grilled about the entire Hobgoblin mess. One would think that they would see how innocent he was after there was evidence that the Hobgoblin knocked him out of the window.

One would think that, and one would be wrong. Harold didn't know what to do now. All he knew was that he was so sick and tired of everyone giving him the third degree.

He could see Donald Menken carefully approach him from behind. Menken was an individual who looked like he was walking on eggshells around him and it was for a good reason. Harold turned around, corking his eyebrow when he saw Menken approach him from behind.

"Yes?" Harold asked him. He could see Menken grow nervous.

"There is the reporter from the Daily Planet here to see you," Menken said. "If you want me to cancel…."

"No, let's get this over with," Harold answered briskly. He figured that he would answer a few questions and hopefully set the record straight.

It was obvious now more than ever that the sins of the father were being visited upon the child. Harold took a couple of strides over and saw a reporter waiting there.

"I'm Claire Kent, from the Daily Planet, and I'm here to ask you a few questions if you don't mind, Mr. Osborn," Claire said.

"Mr. Osborn was my father," Harold said. The contempt that rang out from his voice could be obvious. "Call me Harold."

"Right, Harold," Claire said. She leaned forward and was about ready to shake his hand. Instead, she nearly knocked a mug off of his desk. "Sorry, I must have….sorry."

"No bother," Harold said.

Little did he knew that Claire was able to carefully slip a bug underneath his desk at Helena's request. She was well known as someone who stumbled and bumbled. Some of the time it was a hoax. She was able to hold herself back.

"So, you've been targeted by AIM?" Claire asked.

"Yes," Harold said. He was actually glad that there was someone who was not jumping down his throat for a change and was giving him a chance to explain everything. "The Hobgoblin has been working to him."

"Who do you think the Hobgoblin is?" Claire asked.

"Many people assume that it's me," Harold admitted. "I'll admit, the accusations were amusing at first, but if you look at the facts, it's not possible. It is difficult for someone to be in two places at once, unless you had an identical twin roaming around."

"Do you?" Claire asked him.

"No, I don't," Harold said. "I won't paint my father as an angel, because that will insult my intelligence and yours, but one thing is for certain, I'm not what he is."

The lights on the office went out and there was a loud explosion. Claire, despite her powers, found herself knocked for a loop as well.

"Miss Kent, are you alright?" Harold asked her suddenly. There was something resembling concern in her voice. There was something that grabbed him by the throat.

He could see the image of Spider-Man in the dark or so he thought. He was being hauled up and the next thing he knew he was out of his office, at the top of the stairwell. That was when he realized, that he was not dealing with Spider-Man, he was dealing with the other one.

"What are you doing?" Harold asked. He was getting fairly agitated when he was being hauled up the steps. "Answer me, damn it."

"I'm taking you to the true masters of the world," The Dark Spider commented in a droll voice. "There can only be one goblin and that goblin won't be you."

"I'm not the goblin, you crazy bitch!" Harold yelled. He was so sick and tired of being compared to his father.

His heart was racing and the Dark Spider was dragging him up. There was a helicopter waiting and she applied a nerve pinch to him. His legs went underneath from him.

"Have you taken total leave of your senses?"

Everyone's favorite friendly neighborhood Spider-Man turned up and was completely baffled with what he came across.

"My mind is not my own, I'm not under control," The Dark Spider said to him. She tried to nail him with a full on venom blast, but he dodged it.

"Yeah, I can see that," Spider-Man said. He switched to the communication network with Oracle. "Is there any way I can get that collar off?"

"Well, you can get it off without the access codes, but it will end up frying her brain," Oracle told him. She gave a sigh. "Which I'm guessing that you don't want to do that…"

The Dark Spider seemed to fighting something. Spider-Man dodged another blast from her. "No, not if I can help it."

A sonic grenade was flung into the air and it busted open. The loud pulse resounded and made him feel a sensation going through his head like his head was going to split open. He started to stagger in response.

The suit was ripped from his body, somehow, some way, he didn't know how, but it caused all the energy to be ripped from his body along with the suit. He was a muddled wreck. The Dark Spider kicked Spider-Man over the edge of the building.

He was about to land hard. The Dark Spider left with the symbiote and Harold Osborn.

The good news is Peter was likely going to pass out before he hit the ground due to being forcefully removed from the symbiote. The bad news was that if it wasn't the fall that ended up killing him, it would be the sudden stop.

Something caught him before he landed onto the ground. Not that he knew, because he faded to black.

* * *

**To Be Continued on 4/12/2015.**


	48. Ready, AIM, Main Part Three

**Chapter Forty-Eight: Ready, AIM, Maim Part Three.**

* * *

 

The Dark Spider returned to AIM Headquarters. She knew that there was nothing that she could do to fight this and hated every moment. She dragged Harold Osborn behind her, along with the Venom Suit that she had. The fact that her masters greeted her and seemed very pleased with what she accomplished sickened the Dark Spider to know end. There was no way that she could stomach something so awful and so wretched.

"You have done well," MODOK declared. "Hand me the suit."

The Dark Spider knew that she was handing something dangerous into the hands of AIM. The fact that she just killed her own brother to get this suit weighed on her mind. It is something that taunted her and rang in her head. It made her wonder why she cared. The Dark Spider murdered countless times.

This was different for obvious reasons. She could see the AIM scientists drag Harold Osborn over to a cell, where no doubt he would be tortured for every single scrap of information that he knew. His fate will not be pleasant and if he wasn't an Osborn, she would feel sorry for him.

"Excellent, finally, we have information regarding Spider-Man, therefore we no longer need his DNA to complete the formula for our benefactor," MODOK said. He seemed to be rather pleased about this. "I'm going to dissect this piece by piece."

The Dark Spider could feel that a small part of her was being violated. It caused shivers to go down her spine. The suit was being sent up to be analyzed. AIM obviously intended to replicate it as a weapon.

She tried to fight it. The problem was that this collar was causing her not to have any kind of free will. She was suffering underneath its pull. Her head throbbed the harder that she fought.

"It is useless to struggle," MODOK told her. It was almost like he knew what she was trying to do and decided that he was going to discourage her from doing so.

She knew how useless it was, but the Dark Spider could not stop doing it. It was in her DNA to fight back from control. After being the puppet of HYDRA for so long, she vowed never to be controlled again.

Harold Osborn's eyes flickered open. He could not believe where he was. He was trapped in a cage, unable to move from where he was. Harold got up and touched the bars. That was the biggest mistake that he could ever make when the bars shocked him back and caused him to crash onto the ground.

"Let me out of here!" he demanded.

MODOK paid him no mind. Harold might not be needed for what he was about to do, despite the Hobgoblin's claims otherwise. If that was the case, then he would terminate him. He was useless. It was hard to believe that a brilliant scientific mind like Norman Osborn had produced a son that was essentially a huge waste of human flesh.

"Let me out!"

MODOK didn't pay him much more mind than he did previously. He was hard at work trying to determine what made this symbiote tick. There was something that caught him off guard. It was there, but there wasn't as much there as he thought there would be.

"It's impossible," MODOK said. He could not believe it. "It is merely only excess material from the symbiote…..but no matter, it's still enough to move my plans forward."

"Does that mean that Spider-Man can still find it?" one of the AIM scientists spoke up.

The Dark Spider, having no reason to lie, answered for him. "Spider-Man is no more…he has been blasted off of the side of the building. The rest of the suit may have been destroyed when I turned the weapon on him."

MODOK was not happy about the destruction of most of the suit, along with the web slinger being destroyed. That was not what he wished to happen. It did not serve his plans.

The Dark Spider had no idea whether or not Spider-Man perished. It was more than likely that he did. The more that she tried to fight her way through what happened to her, the more that she felt like her head was going to split open.

"Full scan of the symbiote now," MODOK said. The fact is that he would know whether or not he could do anything.

* * *

 

Spider-Man thought briefly that his head was on fire. The last thing he knew the suit got ripped from him and he passed out, or really so it seemed. There was something else that was happening here though. A pounding resounded in the back of his head.

' _At least, we're awake,'_ the voice in the back of his head stated, tired, but rather relieved at the same time.

That was something that gave Spider-Man more questions and not enough answers. In fact, the amount of answers he got was less than sufficient. He managed to choke out one word in his mind. _'How?'_

' _I told you, we were bonding, but she would have attacked you with ruthless efficiency if she didn't assume that the suit had been removed from you,'_ she replied in the back of his mind. _'I had to sacrifice a part of myself to maintain the charade, and the result made you extremely weak.'_

' _You made me fall off of a building to make things convincing,'_ Peter thought. He could not believe it.

' _You were caught,'_ she answered, as if it wasn't any big deal. _'Sonics and fire….while they still hurt, they're not as big of a deal the further that we bond. Although, I'm certain that powerful grenade made both of our lives a living hell.'_

' _Yes,'_ Peter agreed.

He flickered his eyes opened and Gwen, Kara, and Alura were standing there. Gwen smiled when she greeted him. "Well, welcome back to the living."

"You were lucky," Alura remarked to him. "The attempt to remove the symbiote from you could have killed you."

"Yes, I figured out that much," Peter said. He felt a crick in his neck and thought that things might only get worse. "But it's more than that, isn't it?"

"There are certain protocols that are built into the DNA of the symbiote that can activate if it or the user feels particularly threatened," Kara said. She knew a little bit of this, but she deferred to her mother for the most part to explain what happened to Peter.

"Yes, the Carnage Protocol," Alura said. That sounded foreboding. "Where the suit takes complete control and attacks anything in a feral rage, not caring who it hurts."

' _Tell her that it only happens under dire circumstances,'_ she said in the back of Peter's head.

"My suit would like to tell you that it only happens under dire circumstances," Peter said.

"It's been communicating with you….she's been communicating with you," Alura said, correcting herself. The symbiotes did not like to be referred to as it, after all. "But, the Carnage Protocol would have caused us a problem. We would have to banish you to the Phantom Zone if you could not be contained."

"The Phantom Zone?" Peter asked.

"It's a prison for some of the most dangerous criminals in the known universe," Kara said. Worry brimmed in her eyes when she talked about this. She didn't want Peter to be sent there or anyone she actually liked. Using the portals on Earth opened a Pandora's Box that she didn't think that anyone could close. It was what one might call a worst case scenario. "It's a dumping ground for a lot of planets who just can't contain some of their awful fugitives."

"But you're fine right now," Gwen said. She looked at Kara and Alura who nodded. "How are you feeling?"

"Like I got a splitting headache," Peter said.

"It looks like the suit's deception weakened you," Alura said.

' _Her theory is correct, but we have to make it convincing for it to work,'_ the symbiote said. _'They swallowed the bait though, and now we can track them. We will become whole again.'_

"And we've got a lead," Gwen said. "Well, Chloe had a lead and Barbara collaborated it, so I'm pretty sure it's a good lead."

They showed the lead to Peter. The symbiote looked to be rather interested in this.

' _Yes, I have a good feeling about this one,'_ she said.

Peter got up to his feet and he could barely stand for a moment. He closed his eyes and mentally tried to bring himself back into this one.

"Are you sure that this is a good idea?" Kara asked him. She hated to be that person, but she almost had to be that person.

"Good idea, a lot of what I do doesn't classify as a good idea," Peter said. "AIM having any kind of access to any part of the symbiote, I think we can agree that's not a good idea."

Kara nodded in response. She exchanged a look with Gwen who spoke firmly for both of them. "We're coming with you."

"I don't think that I would have it any other way," Peter said. He was suited up and ready to go.

"I'd be careful out there," Alura said to him. "If it feels like a part of you is missing, it is. Therefore, it's going to throw off your game."

"Don't worry," Peter told her. "I intend to become whole again."

* * *

 

It looked like a job for Superwoman. She managed to save Peter Parker from spiraling to his doom. She had a lot of work to do though and she was not going to do it again. Dressed in a tight blue t-shirt with a golden shield and red S, tight blue leather pants, and red boots, along with a flowing cape, Claire felt herself ready to go and she was not alone with her mission either.

"So, it figures that the two of us would be together on a mission once again," Helena said.

"Actually, I believe it's the three of us."

A beautiful dark haired woman with blue eyes showed up. She was dressed in a tight red top that fit nicely around her ample breasts and she wore an even tighter pair of black pants that also fit firmly around her body. She was a vision to behold and a sight to see when she turned up. One could argue that she was there.

"Diana," Claire said to her.

"I've ran into AIM a few times recently, I figured that I would meet you half way," Diana said.

"Yes, the three of us are together again, just like old times," Helena said. She smiled when she found her entrance inside and slipped inside.

There were AIM flunkees all around. The good thing was that they were scientists, and not fighters. They were still packing some weapons.

Helena picked a pellet out of her glove. The pellet broke open and created a choking cloud of smoke that blinded them all.

Claire jumped in and knocked over the AIM scientists. She used her super breath to knock them against the wall.

Diana moved in with swift precision. She knocked them all out with her attacks. A series of punches rocked her enemies. They weren't fighters at all.

"ENOUGH?"

Diana's eyes flickered up. She was at a loss to explain what she saw. The head of the person that faced her was outrageous. She fought a couple of enemies with abnormally big heads in the past, but this one really did offset them are.

"Dark Spider, obliterate them."

The Dark Spider rushed forward. Diana stepped in front of Helena and Claire. The two of them engaged in battle.

Diana was able to admit that the Dark Spider was an able fighter, but she did not go in there losing a fight. In a fair battle, she had only been beaten by one person and that was her mother, the Queen of the Amazons. And there was no shame in losing to her.

The Dark Spider was trying to hold back her punches. The collar almost sensed that she was holding them back and it caused pain within her. She closed her eyes.

Diana delivered a roundhouse kick to the Dark Spider, knocking her backwards.

Suddenly, she could feel a large cannon blast her in the back and bring her down onto the ground. A couple more AIM scientists had been waiting in the shadows.

Every single nerve ending on her body was hyper sensitive because of that one. Claire was doubled over, when a glowing green rock was waved in front of her face.

"HYDRA knew of you two, so they have prepared weapons to take you down," MODOK said. He could see the Dark Spider get up to her feet, staggering around. "Finish them off."

There was one person who did not get taken down and that was the Huntress. The Huntress flew from the sky and used a pair of electrified brass knuckles to fry The Dark Spider.

The Dark Spider blocked another shot and grabbed the Huntress's arm, breaking it. She fell to the ground in agony.

"I hope that you haven't forgotten about me."

Spider-Man showed up and MODOK looked at him. He curled his lips into a smile. "You have made a grave mistake in coming here, Spider-Man."

"Well, you better look behind you," Spider-Man said.

MODOK screamed suddenly when a sonic attack bombarded his mind. It caused him too many thoughts and made him feel like his head was going to explode.

"You might be part man, but you're part machine as well," Gwen said, showing up. She was glad that Peter didn't have to do anything, because she didn't think of things being too favorable.

Kara casually picked up the glowing green rock and peered down at her cousin. "We really need to think about getting some kind of radiation shielding for you. Because this stuff is as easily to get ahold as candy."

She tossed the rock out of the way and that allowed Claire to get up to her feet.

Diana got to her feet. Every single nerve ending in her body was humming and the Dark Spider rushed over her, to kick her in the face.

Gwen jumped down right next to the Dark Spider, and used her telekinesis to hold her back. The Dark Spider managed to break Gwen's hold over her just like that and caused Gwen crashing backwards onto the ground.

Spider-Man could see the collar. He couldn't rip it off without the code.

"Oracle, I hope that you're with me," Peter said. He had a tone of urgency in his voice that indicated that he did not want to fight his sister, unless he had to.

And frying her brain was out of the question.

MODOK recovered from the attack and more AIM goons showed up. Spider-Man was fighting through them.

"Take him down and get the suit, or die trying!" MODOK yelled. The heroes were doing battle against his men and MODOK wasn't really having the best time with it.

"Did you really think that I was sitting on my thumb all of this time, while you guys were having all of the fun?" Barbara asked. She was almost smiling at this. "I've run through every single possible code combination for that collar and it's a good thing that I did, because I believe I have the right way to disable it."

"Do you?" Peter asked. Hope did spring eternal that he could fix this entire mess.

He grabbed Diana out of the way before the Dark Spider smashed her skull in.

"Thanks," she said. She felt her knees about ready to buckle underneath her. "I'm normally a bit more careful about this."

"AIM did their homework," Spider-Man said. He saw something rather unnerving out of the corner of his eye, even though his spider sense did not warn him of it.

Dark Spider attempted to run him through with the stingers on MODOK's orders. At the moment of truth, Spider-Man launched himself over the top of her head and then landed behind her.

He was right behind her at the collar and he punched in the sequence of numbers that Oracle fed into him. The collar began to click open and the Dark Spider was released.

"Finally," the Dark Spider said. She turned around and advanced upon MODOK with murderous intentions.

The rest of AIM didn't fare much better. Spider-Man was not worried about that. He walked over and made his way over to the case. He busted the case open and the piece of symbiote escaped form it, latching to him.

He was complete once again and it was not a moment too soon.

"The base is about to blow, we better get Osborn and get out of here," The Dark Spider told him.

The others got to their feet and there was no question about it, it was time to run.

* * *

 

Recovery happened for them later. Peter was run through another battery of tests and true to form, he was one hundred percent this time. He felt really good.

The Dark Spider watched him and he turned to her. "You know, you are welcomed here."

The Dark Spider considered what he said. She placed her hand underneath her chin.

"I wouldn't feel right," the Dark Spider said to him. She was calm and collected with what she felt. "I'm broken, damaged goods, and I would put you in danger. There are some rather dangerous people after me, and…"

"There are some really dangerous people who are trying to kill me every day," Spider-Man said. "Listen…."

"No, I know what you're going to say, and I have to go," Dark Spider said. Peter grabbed her. "I don't want to fight you, but I will, if you keep me from doing what I have to do. HYDRA might not be what it used to be, but there are people who are sympathetic to HYDRA that are still out there. AIM might have bene put out of commission and their leader reduced into a vegetable, but they can still rebuild."

"You're fighting a never ending battle," Spider-Man warned him.

"Remind me what you're doing again?" she asked.

"Ah, touché," Spider-Man said to her. She raised her eyebrow.

"No one ever says that in real life," Dark Spider commented to him. "But, I'm broken, seriously broken. My life is one big Live Journal blog come to life."

"Wait, Live Journal still exists?" Spider-Man asked.

"That's not the point," The Dark Spider said, impatiently.

"Perhaps I can help."

Diana showed back up and she was dressed in a nice black tank top and blue jean shorts. It was obvious how tall that she was, not that Peter minded that fact.

"You are broken, but broken women can get fixed with the proper support system," Diana informed her. The Dark Spider nodded. "And you can get fixed as well, if you allow me to help you, Theresa."

"That's…" the Dark Spider said. "Why did you call me by that name, it was only an alias."

"It seems oddly informal to keep calling you the Dark Spider," Diana answered her. That caused Theresa, the Dark Spider, to raise her eyebrow. "Just let me help you, it's better than the life that you're living."

Diana knew that the Amazons had taken in far more damaged women.

"I think that it's a great idea, to get your mind on straight, to be the best that you can be," Peter said. His sister looked him into the eyes. It was really hard to read the expression that was etched in them. Was it gratitude, was it something else? He didn't know.

"Thank you," she replied. There was a certain amount of honesty to what she was saying. "Take care of her, Peter. She is a part of me, so I guess that you'll always have a part of me with you, and I'll be back some day."

She got up and kissed him on the cheek. It was the first bit of affection that she had showed to anyone, and while it felt odd, it felt rather nice. She smiled.

"I owe you several times over, for freeing me, yet again," Theresa told him. She shook her head. "And I'll be back."

"You will be, I'm confident that you're going to take to the training," Diana said. She knew that Theresa was not going to run off, again. She lost almost twenty years of her life, so it was time to start living.

Diana turned to Peter, who smiled at her. "She'll be in good hands."

The Amazon Princess looked at Peter for a few seconds, as if considering something. She looked up in the sky, asking for Hera's blessing almost with what she was about ready to do. The blessing of Hera might be easier than the blessing of her mother.

"Thank you, for saving me, Peter," Diana said. "I knew she wasn't in her right mind, but still…..thank you."

"It was nothing," Peter said.

"I'm in your debt and that's a very serious place to be, and it's a shame that I can't pay it straight away," Diana informed him. Peter raised his eyebrow. "I need to escort Theresa to Themyscira, but I believe that I should thank you in some way."

Diana leaned down and captured Peter's lips. She towered over Peter and Peter was by no means short, especially since his enhanced powers. Peter realized that he had just been given a fiery kiss by a beautiful Amazon and there was only one thing to do, and that was return the kiss with equal passion.

"I'll see you soon, and report in when your sister is settled in," Diana said.

Peter turned around and Donna was watching him. Barbara and Kara was watching him in amusement.

"I can't believe Diana would do something like that, she knows that….." Donna said. She was really frustrated by the fact that Diana beat her to the punch.

Kara meanwhile walked towards Peter and whispered in her ear. "I'm sure that you can find a way to calm her down, Pete."

Donna was ranting and Peter decided that he got Kara's message loud and clear. The younger Amazon Princess was surprised by Peter when he grabbed her and shoved his tongue into her mouth with a forceful kiss.

That caused Barbara to laugh in response, but then she crossed her arms, looking rather pouty in response. Kara leaned towards her and whispered into her ear. "Go for it, Babs."

Barbara waited for Peter to detach himself from Donna, or rather Donna to allow Peter to detach himself from her. With a saucy smile on her face, Barbara pounced Peter, wrapping herself around him, with a kiss.

She hadn't had much time for intimacy since she regained the use of her legs. Barbara might not be able to go out on the field again because of what that psychotic clown did to her, but she could still walk around. It was bittersweet at best and she had gotten herself into some rather good shape.

Her legs wrapped around Peter and she had him against the wall. Kara looked at him with a smile on her face.

Barbara pulled herself away from him. She was apologetic, but at the same time, she was unapologetic. "Sorry, I was feeling a bit left out."

"There's no need to apologize for something like that," Peter informed her.

"Good, I'm glad," Barbara answered. "So, the three of us were going out, and I was wondering if you could come along."

"You really could use a night out, and Gwen said that you should as well, even if she isn't going to be able to join us," Kara replied.

Peter grinned at her. "Well, I guess that you're twisting my arm, aren't you?"

"Yes, we are, but we could just drag you there," Donna said. She finally recovered from the kiss and she wanted more and she figured that she should jump on that at the first opportunity. Her perfect older sister would beat her to the punch otherwise and rob her of bragging rights.

"Oh, no need to argue, I think that it would be a great night," Peter said.

"Yeah, should be fun, what could go w…" Donna started, but Barbara clapped her hand over Donna's mouth and shook her head.

Kara hoped that fate had been averted, because Donna might have just evoked the angry wrath of Murphy, one of the most powerful gods that there was.

* * *

 

Harold Osborn returned to OsCorp, and he was greeted by Menken.

"Unless this is important, Menken, I don't want to be bothered," Harold said. He was way too late for his injections.

"Mr. Osborn, it's your father, he's shown signs of life," Menken said.

That was news that surprised Harold. The OZ formula had shown regenerative properties, but could it, over time bring someone back to death?

"This changes everything," Harold said. He entered the lab back with the containment unit that had Norman in it.

Norman's eyes were closed when Harold looked at him. He turned over towards the desk and looked at the readings.

Slowly, Norman's eyes opened ominously when he was in the tank.

* * *

**To Be Continued April 16** **th** **, 2015.**


	49. Lockdown

**Chapter Forty-Nine: Lockdown:**

* * *

 

Chaos was the agent that led straight into opportunity and if there was something that the Hobgoblin was a master of, it was seizing opportunity. Often he seized that opportunity through chaos. It had been a rough last couple of weeks for him. There had been numerous victories for him and a couple of setbacks. He mentally recalled each and every one of them with painstaking accuracy.

He had taken advantage of the Kingpin's problems to gain a fair amount of territory. He also got his hands on some technology that would allow him to accomplish his goals. Last, but certainly not least, he was able to upgrade his armor. That fool Stark had been running around in circles in an attempt to locate his missing armor pieces. Just when you had all of the answers, the Hobgoblin was the one that kept changing all of the questions. AIM took advantage of Milton Fine hacking into Stark's systems to get what he wanted. Even Stark's acclaimed firewall could not get past this Brainiac's skill and abilities.

AIM took the specifications from HYDRA and sold them to the Hobgoblin at the premium. Likely he wasn't the only one, but the Hobgoblin used that armor with style.

He snapped his fingers absent mindedly, there was also one little problem that he hated. The fact was that the OZ formula was replicated, or so AIM claimed. But since Spider-Man, the Dark Spider, and their miserable allies had intervened, AIM was shut down, their leader was out of commission, perhaps permanently, and the OZ formula research was lost.

The Hobgoblin cracked his knuckles. He did not like to be put in this position that he was. The man underneath the mask was becoming the mask slowly each day. His day to day operations in his daytime job was not going to falter, but at the same time, he was able to put more into his role as the Hobgoblin.

' _Two steps ahead and three steps back,'_ the Hobgoblin thought.

He stood in the empty warehouse on his own. His men were currently out in the city, plotting, fighting the other factions who were trying to gain control in the city. The various gangs in New York City always wanted a piece of the pie. When you factored in the mysterious vigilantes and the non-so mysterious vigilantes, along with their neighbors in Jersey, in Gotham City, this proved to be a dangerous gambit for certain.

The Hobgoblin cracked his knuckles. He was a man that practiced patience, even though it was not infinite and there where opportunities where it became dangerously close to wearing out. Complete madness were etched in his eyes. These eyes were those of a killer.

"Tonight is the night where I take out Spider-Man," Hobgoblin said. It was not a decision that he came to spontaneously.

He knew a fair bit about the web slinger. The place of operations was too well guarded. Helena Wayne had made sure of that. She was a woman that he encountered in his daily life many times, and she was annoyingly resource.

The best place to strike was out in public. And an opportunity of sorts had fallen into his lap. The Hobgoblin figured out through the records that his mysterious contact, Enigma, had dragged up, information regarding Spider-Man's secret identity.

' _The man is the master of riddles, and he managed to solve one for me, who is Spider-Man?'_ the Hobgoblin thought. _'And the answer is Peter Benjamin Parker.'_

The name Peter Parker was something that didn't mean much to the Hobgoblin, at least until he started to look deeper into the manner. He was a budding young prodigy in the scientific community and had already several inventions that were making him a small fortunate.

That small fortune was funding his nocturnal activities as Spider-Man and also keeping him in supply of some rather attractive women. There was a small part of the Hobgoblin who admired Spider-Man for this.

This admiration only ran so far when you factored in the fact that Spider-Man had managed to foul up his plans far more times than the Hobgoblin cared to remember. He would take down Spider-Man once and for all. It might have seemed like a cliché, but that was the idea.

"Are you in position?" The Hobgoblin asked.

"Yes, we're in position, and we've been following this guy and his harem around for about a half of an hour," the goon answered.

"Make sure you don't get too close to him, we wouldn't want to set off his Spider Sense," The Hobgoblin said. He had no idea if it was called Spider Sense, but the web slinger had a keen sense of danger when someone got too close.

"He's heading into the mall that fruit Roderick Kingsley owns," one of the goons commented. "Always thought that guy was compensating for something, all of those women. If you asked me he's…."

"Yes, well no one asked you," the Hobgoblin snapped in a sour voice. This was perfect positioning all things considered. "Prepare it. I want Spider-Man to see the lives of innocent people extinguished right before his eyes. Then and only then, will I be able to extinguish his."

* * *

 

The mall might have been a nice place to hang out. The club which was built off of the mall was another interesting matter entirely.

"Kingsley built a club off of the mall?" Peter asked.

"Yeah, it's supposed to be the hot spot in New York City," Barbara said. She was walking fairly close to Peter and she daringly grabbed around his arm. "Well one of them anyway, he's got about eight other clubs all over the city and even more all over the state. Doesn't have one in Gotham City, though, for some reason."

"Maybe it's because of the crime rate," Kara suggested. She took Peter's other arm.

It was times like this where Donna Troy wished that Peter Parker had an extra arm or two. She felt left out.

"There are a lot of rich idiots with disposable income in Gotham City," Barbara said.

"Yeah, that one guy has a club…..Cobblepot isn't it?" Peter asked.

"Yeah, the Iceberg Lounge, although it's an unofficial meeting place for the criminal element," Barbara said. "Cobblepot used to be a big time crime lord as the Penguin, but he's got straight. Even though he still has his fingers in several deals like any so called legitimate business man."

"So, would you like to dance?" Peter asked Barbara. Kara nodded approvingly.

Barbara hadn't done that since….well since the accident.

"I'm a bit rusty," she admitted.

Peter gripped her firmly by the hand and swooped in, pressing his lips on hers with a kiss. That caused Barbara to relax a slight bit, closing her eyes when Peter was done with her.

"Don't worry, I won't judge you too harshly," Peter said.

"So, I guess that leaves you and me to dance," Donna said. She grabbed Kara and lead her out to the dance floor. "I never quite got the hang of this."

Kara laughed. "I didn't either, but…oh boy, this is a tragedy in the making."

Donna giggled when she grabbed Kara around the waist and lead her onto the dance floor. The people were looking at them strangely. "It's almost like they've never seen two women dance."

"Yeah, I'm surprised about that as well, in New York even, you'd think that wouldn't be as strange of a sight," Kara said. She spoke the next sentence almost in a distracted manner. "Carol had to leave pretty quickly."

"One might think that she just popped in for a booty call for Peter," Donna said.

"Well, you're picking up on the lingo quite nicely," Kara said. She smiled when she looked at Donna, holding her tightly when they tried to dance. "And your sister…..I'm sure she's going to make her move."

"She already made her move, and if Diana didn't have dignity, she would have fucked him in the hallway," Donna said.

"And since when does having dignity stop you from having a good time?" Kara asked. Donna had no retort about that.

Peter could feel Barbara a bit awkward on the floor. He smiled when he looked at her.

"Just relax, it will be fine," Peter informed her. She looked at him.

"Thanks, I needed this night off, just as much as you did," Barbara said. "Being on the Internet so long, they say it isn't good for you. They say it warps your brain, and talking about three or four heroes through their missions at once isn't healthy. Hopefully the world can do without Oracle."

"I think that you're doing great, more than what many of us have done on the field," Peter told her encouragingly.

Barbara responded with a weak smile. She really wished that she could be out there fighting. Regaining the usage of her legs had been a battle, but it was never the same to be honest. She got tired when walking for long periods of time.

It was a miracle that she should be happy.

"So, should we switch dance partners?" Barbara asked.

"Are you getting tired of me already?" Peter asked her with a smirk. Barbara shook her head.

"No, never, just think that it's a good idea to mix things up every once in a while," Barbara suggested.

Kara took Barbara and Donna took Peter.

"So, what did you think of my sister?" Donna asked her.

"Diana….well she's very helpful, she took mine in, and hopefully she'll get her mind straight," Peter said.

Donna softened. "Yeah, that is one of Diana's virtues. She's able to see the best of others. I called her Wonder Woman sarcastically and she seemed to role with that codename."

"So, I guess that makes you Wondergirl," Peter teased her.

It was here that Donna pulled a face like she just smelled rancid garbage.

"Oh, please no, I'm not her sidekick and I'm not her tag along," Donna said. She spent enough time in Diana's shadow. "She is great, she is perfect, and that's really the problem. She always beats me in everything."

"I know how you feel, I always heard about how great my father, Richard Parker was," Peter told her. "Always been compared to his scientific achievements. But, I can't be worried about what he did, I have to be worried about what I can do."

"Yeah, I know," Donna said. She could feel Peter sweep her off of her feet, both literally and figuratively. He leaned her down and gave her an extremely passionate kiss in response. Donna closed her eyes and felt Peter's lips onto them.

Her brain needed to reboot and Peter walked over towards Kara. He stopped and frowned.

"What's wrong?" Kara asked him. It caught her off guard in every single sense of the world.

"My spider sense just went off," Peter told her.

Kara frowned. "My dancing isn't that bad, is it?"

Peter shook his head and held up his hand towards her to silence her. There was something else happening. His spider sense detected a more subtle threat. The more he experimented with his powers, he was able to pick up certain threat levels differently with his spider sense.

Loud screams followed and Peter realized something. The woman in particular was screaming in abject terror. It sounded like someone was trying to murder her and she was running around. The other patrons of the club were doing so.

"Fear gas," Barbara muttered underneath her breath. There was only one enemy that she knew who had that particular calling card, but he died in Arkham years ago. Unless Jonathan Crane faked his own death, which was possible, but regardless, she handed Kara, Donna, and Peter gas masks.

She learned from under training underneath the World's Greatest case of OCD that you needed to be prepared for anything at all times.

"We've got to get these people out of here," Peter said. There was a sense of urgency in his voice. His suit rose up and wrapped his body, ready to go.

"It's a giant spider!" the man shrieked and he tried to nail Peter with a bar stool.

Kara scooped up three or four of them at once and tried to dart them through the door. The entire place was on lockdown, though, so she couldn't escape them.

"Pumpkin headed goons at twelve o'clock!" Donna shouted

"Search out, one of these twerps have got to be Spider-Man," one of the goons said. He held a miniature laser cannon on his hand.

"Hey, genius, I'm over here!"

* * *

 

Barbara was doing her thing to locate the source of the gas, while Spider-Man was busy playing tag with the Goblin goons. They all rushed him one at a time. Spider-Man dodged their attacks when they rushed him.

"I've got this one!" Spider-Man yelled.

"I've got this one as well, fancy that," Kara said. She ripped off that stupid pumpkin mask, exposing him to the gas. "Well, they're going to protect those awful masks, so we can use that to our advantage."

"Oh you mean, like this," Donna said. The fact that Peter and Kara were Spider-Man and Flamebird respectfully wasn't a huge surprise for her. They didn't exactly do a bang up job in keeping those secrets anyway.

Donna punched one of the goons in the midsection to knock all of the wind out of them and emphasize her point. She rushed the goon again and nailed him with a full on punch to the gut and doubled him over again.

"Oh come on, you're going to have to do better than that," Donna said.

"And here I thought this would be my night off, I'm trying to get the doors open," Barbara reported. One of the goons tried to sneak up behind her, but she casually back handed him in the face, knocking him out. Peter wrapped him up, and pulled him away from her. "I've got the doors open, the valve is on the other side."

"Great, I can shut it off," Peter said.

"Make sure you get a sample of it before you do, because we're going to need to formulate an antidote," Kara reminded him. Peter smiled and nodded in response.

The Hobgoblin swooped down, causing his spider sense to go off at the last second before he was blown to pieces by bombs. Spider-Man's heart was racing fairly quickly when he dodged the attack.

"Your Spider Sense didn't tingle?" the Hobgoblin taunted him. The web head looked up and saw the psychotic madman rush down onto him once again.

"Okay, it's now going to be you and me," Spider-Man said. He jumped onto the glider, in an attempt to knock the Hobgoblin off.

"Oh, that's just for vanity," the Hobgoblin said, activated the thrusters in his boots and flying backwards. He had a pair of miniature arm cannons that fired a seemingly never ending supply of miniature pumpkin bombs.

"Right, I forgot, you're the Iron Goblin!" Spider-Man said. The web slinger dodged the attacks. He had to get him away from civilization and fast.

He latched onto the Goblin's boot. The Goblin took him for a ride halfway across the city. The Hobgoblin was flew towards him like a bat out of hell before he snapped the web line.

The suit created a glider mechanism that allowed Spider-Man to keep to the sky mostly.

"I'm growing tired of that suit," Hobgoblin said.

"And I'm growing tired of your mouth, Iron Goblin," Spider-Man retorted. He tried to nail him with a stinger, but a force field bounced it off.

"Sorry, you're going to have to do better than that," The Hobgoblin said. Spider-Man raised his hands again.

He nailed the Hobgoblin full on with a venom blast that disrupted his forcefield. He was caught off guard; that was new. He decided to strike while the iron was hot, and attack him, causing him to fly backwards.

It was a brutal dog fight in the middle of the air. Spider-Man looked about ready to grab onto Hobgoblin's mask. "Okay, let's see who you really are, Hobby."

"No, no, no, bad touch!" The Hobgoblin cackled. There was an electrical charge that fired from him and that knocked Spider-Man back a little bit. He returned back, flying at him. "You see, you don't get it, and you never will. I always have a backup plan, always."

The suit beeped and a second later, Spider-Man's spider sense was tingling. Well tingling might have been pushing boundaries. It was doing more tingling; it was assaulting the back of his mind. He could feel the ringing escalate even further.

"You see, Spider-Man, if I go down, then I'm taking you all the way to hell with me!" the Hobgoblin cackled. The Hobgoblin was about ready to plunge them away. Spider-Man was trapped in a containment field on the suit. "This should contain the explosion, shouldn't it web head, and contain you with it?"

That psychopath was going to cause the most cataclysmic murder suicide ever. The venom blast disrupted the force field once. The only problem was that he couldn't figure out how to do it once again.

A sonic boom erupted outside and something flew at him at the speed of light.

The explosion rattled everything around them and plunged the Hobgoblin down into the lake. Peter blinked and he could see Kara holding him up. He slumped back onto her shoulder when she was barely able to hold him up.

"That was a bit too close for comfort," Kara said breathlessly. Peter nodded in response, that was one thing that he would have to concur about.

* * *

 

"According to the news reports, the finished the Hobgoblin's remains out of the river, but they found there was no body inside," Betty told Peter over the phone.

Peter clapped his hand over the top of his head. He was afraid of that, he honestly was afraid of that. The Hobgoblin he fought was nothing, but a carefully disguised attempt to kill him or mess with his head. It was a suit of armor that was piloted remotely.

Now ARGUS had it under their custody, which meant that there was no way that Peter could trace it back to the source.

"Looks like everyone in the club is back to normal and none of them have any memories regarding what happened," Betty continued to him.

"We were able to get an antidote together, Kara and I were anyway," Peter said. "Oracle was also valuable."

"And am I going to find out the secret identity of the mysterious Oracle?" Betty asked. Her tone was very playful when she spoke.

"Betty, I can't tell you everything, but as a reporter, I'm sure that half of the battle is finding out yourself," Peter said.

"Actually, half of the battle is not having Jameson drive you mad with his constant ranting about Spider-Man," Betty said. That caused both of them to share a laugh with each other. "But you're right to an extent. It is half of the battle to find out these things on my own. Guess that I've got to be patient."

"You're going to get there eventually, Betty, you're a good reporter, a great one," Peter informed her.

Betty could not help, but be the slightest bit smug at this situation. Regardless she had to let Peter go, she had a hot lead.

No sooner did Peter get up, he saw Donna standing there. She was wearing a black tank top that came up to expose her midriff and a pair of lacy black panties. She sauntered towards Peter with a grin on her face.

"I had a really good time, Peter," Donna said. She made her way closer towards him and nearly had him backed against the wall.

"Did you?" Peter asked her.

"Yes, I did, Kara and Barbara are making sure that the antidote gets properly distributed, which leaves the two of us alone," Donna said. She placed her hand on Peter's muscular chest. "That kind of leaves you at my mercy."

"The entire day was ruined by the Hobgoblin," Peter said. Donna ran her fingers down Peter's chest and massaged his abs.

"I wouldn't say ruined, but I am sorry that you got almost blown up because of it," Donna answered. She cupped Peter through his suit and her fingers worked over him absent mindedly. Her grin deepened the more that she had him underneath her spell. "Maybe the two of us could work something out."

She squeezed his package on the other side of his suit and he groaned she Donna felt him up.

Donna knew what she wanted and she had to strike while the iron was hot. She needed to strike before Diana did anyway. She would beat her sister at something for once in her life.

"Take me anyway that you want to, Peter," Donna said, rubbing him through the other side of his pants. She could feel him grow and Donna felt triumphant. "I can show you how skilled at using a spear and you seem to have a pretty big one in your pants."

This was the first time that she was dealing with a penis, but Donna read plenty of books about the technique. It was out of morbid curiosity really.

"Why don't you show me?" Peter asked her. She sank down onto her knees without another word.

Peter groaned when he could feel the suit give Donna ample access. His throbbing cock stuck out towards her and Donna's eyes widened when she saw the beast that she had to work with.

"I must have this," Donna said. She leaned her mouth around his throbbing cock and leaned towards him.

She wrapped her hot mouth around his throbbing tool. Peter could feel her engulf him in her mouth. She made a lewd popping sound.

It was a bit of experimenting for Donna to get in her shot. Donna's lips wrapped around his thick rod and she kept sucking him off.

The beautiful Amazon down on her knees was a beautiful moment. Her hand wrapped around his balls and she slowly was rubbing them in response. She worked them up and down of them.

Donna was determined to have his cum in her mouth. She kept working on him. The Amazon took him down her throat.

"Oh, god, going to cum," Peter said.

He could feel a burning sensation coming through his body. He could feel that it was intense and he smelled her arousal as well. The suit craved her and wanted to be inside her. Donna rocked herself down onto his throbbing cock.

Peter's manhood shot his load down her throat. Donna rocked her head back and sucked down his juices. It kept spurting all the way down her throat at a rapid fire rate. Donna rocked herself up and down.

"Yummy," Donna said. She got up to her feet. She sauntered over towards the bedroom over to the side. "Come to bed, Peter!"

Donna rested on the bed with a "come hither" look on the bed. She was slowly pulled the panties down off of her legs and exposed her pussy towards him.

Peter decided that he needed to taste her juices. "Time to return the favor."

Donna could feel his tongue inside her. He was so good. So good, she rocked her hips up towards him. He slurped up her juices. Each and every one of her nerve endings.

"I need you in me now, Peter," Donna begged him. Her heart was racing when she could feel Peter's tongue slither around inside her.

Peter snapped his way up.

"Oh, you need me inside you?" Peter asked. He slowly fingered Donna and then used his opposite hand to pull her shirt up.

"Yes, let me ride you, please," Donna said. She could see that throbbing cock dance in front of her.

Peter smiled and he straddled Donna's legs. His cock slid against her toned stomach and she whimpered in pleasure. His cock was inches away being inside her.

"Maybe later, but right now, I want to fuck your pussy," Peter said. He clutched her breasts.

"Yes, baby, fuck me, fuck me hard," Donna said to him. "Take your big cock and fuck my brains out!"

Donna was begging for it. Peter's hands placed onto her hips and he slammed into her.

Pleasure exploded through her body. Donna could feel him inside her. The fact his cock stuck to her walls and manipulated them, it made her feel so good.

"Harder, harder," Donna said. She wrapped her strong legs around him, making sure that he didn't stray from her so long.

Peter was going to take her to the limit and beyond that limit. Her wet pussy closed around him. She drew him in close, pumping her cunt up and down onto him.

Donna could feel the pleasure come through her body. She was about ready to experience her first orgasm with a cock inside her. She clenched him hard in response when he came down hard into her.

"Just a little bit more," Peter told her. Donna panted when she was feeling herself built up. He stimulated her clit with a little bit more help from his suit.

Donna allowed the flood gates to open. She was gushing and Peter pulled out of her the moment that she experienced her first orgasm.

"You wanted to ride me, now is your chance."

Peter was on his back, with his cock pointing directly up in the air. Donna was drooling in every sense of the world. She crawled on top of Peter, trying to aim her pussy over the top of his tool so he could go into her.

Tight fit, it might have been, but Donna was determined to have him inside her. Her pussy lined up with his throbbing tool. She was inches away from bringing herself down onto him.

"I'm going to ride you like a stallion," Donna said with lust in her eyes.

His cock throbbed against her walls and felt so good. The Amazon Princess showed her flexibility by spreading her legs far and wide, bringing his cock deep into her body.

Donna could feel him; he felt so much bigger when she was on top. He grabbed her hips and allowed her to sink down onto him.

"Yes, yes, yes, "Donna begged. She was gaining some momentum and it felt so good to have this massive rod deep into her body. She rocked herself up and down, feeling an increasing amount of pleasure.

Orgasmic bliss rolled over the body of the beautiful Amazon Princess. It happened at a rapid fire rate when Peter played with Donna's nipples.

She came around his huge cock, allowing him to fill her body completely full. Donna brought herself nearly all the way off of the top of him and onto the base.

The fact how much her pussy was gushing was intense. "How long have you wanted this?"

"I've played with myself for long enough thinking about this big cock," Donna said. She bit down her lip and then released it, letting her pleasure just flow. "I want to ride it all….day, and all night long."

Peter could feel her pussy contractions against him. The crushing force that would reduce a mortal man's cock to paste caused him to breathe in and out. He felt her come down onto him, letting the flood gates open.

"Fuck, yes," Donna chanted. She could feel herself cum. "Are you about ready to pop, lover?"

"I think you're wearing me down, "Peter told her. She grinned when she came down on him.

Donna was literally milking his walls with her tight pussy. It felt great to be inside her. Peter laid back and felt the moment when she was working herself up and down him at a rapid fire rate.

The force of her walls tightening around him caused Peter about ready to blow. She slowly forced her walls down onto him. She tightened around his tool and he grunted when he pushed up into her.

"Cumming," Peter groaned.

Donna nodded, biting down on her lip. She brought herself down onto his massive rod and spiked herself onto it.

She milked all of Peter's cum out of his balls. He was firing into her at a rapid fire rate. That caused Donna to cum as well hard.

Donna collapsed onto Peter, her breasts pressed against his face. As far as ways to go went, this wasn't an extremely bad one to put things mildly. She pulled away from Peter and got on her hands and knees in front of him.

"You're not done yet."

She was asking for it and Peter decided to give it to her. He was recharged and he craved her body, he craved more of her body. The juices that pumped from this demi-goddess was pure ambrosia, he wanted to have more of it.

He spiked his tool into Donna's tight box, and rammed himself into her as hard as he could from behind. He felt her clench him hard when he entered her and then he nearly pulled all the way out of her again.

Peter dominated Donna, pulling her hair and fucking her tight body. He could go on for a long time and so could she.

An older Amazon Princess showed up and her jaw hung open. Diana could not believe what she saw. She was going to swing by to check on her sister after Helena told her about the incident with the Hobgoblin. Donna got a favorable review regarding her actions there.

What she saw there, Diana couldn't really describe it. She could see what Peter was doing to her sister, and she knew that she should give them that private moment. But, Diana couldn't help but watch this fun up close and personal.

Diana's mouth opened when she tried to figure out what she wanted to do. The two of them were finally done. She doubted that either of them knew that she was here. How hard her nipples got, how wet pussy was getting, and how much she wanted to jump Peter. She imagined herself in Donna's place, getting dominated by Peter.

"Hello, Diana."

* * *

 

Harold Osborn was running through numerous tests. He could not believe this, his father was slowly showing even more signs of life. It was nothing, but a heartbeat here and a heartbeat there, but it made something.

The readings of the formula flickered on the screen. He did not know much about reading such formulas, but Harold could say one thing about them. What he saw impressed him to no end and he frowned when he looked it over.

"My father is alive, but he hasn't shown any signs of life," Harold commented. His eyebrow furrowed when he looked him over. He turned to one of his underlings. "Open the tank now."

One of the scientists looked at Harold like he was completely out of his mind. The scientist decided to go for broke. "Mr. Osborn, I don't think that's a good idea."

"I didn't ask what you think," Harold said. His temper was at a high level mark and he was holding himself back from beating one of these scientists completely and utterly senseless. "Open the tank and do as you're told."

The scientist had misgivings about this. If he didn't need this job to feed his family, he would have quit on the spot. He dialed in the necessary components to open up the tank.

Harold had so many questions to ask his father. He would answer them all, because he should be grateful that his son brought him back to life.

There was a click of the tank sliding open. The fluids drained and the form of the Goblin was about ready to exit. Harold got extremely excited by what he saw at the other end of the tank.

"Dad," Harold said to him. "Father, you're…"

"I live," the Goblin howled at the top of his lungs and he stepped out of the tank. "Spider-Man didn't defeat me. SHIELD couldn't contain me. The formula has made me stronger, I'm invincible, nothing can stop me."

"Father, I found you," Harold said.

The Goblin's eyes flickered towards the young man.

"What took you so long?" the Goblin demanded when he looked over this waste of semen before him.

"I think that you should be grateful, I was the one that brought you out of containment….." Harold said. The Goblin laughed to interrupt the product of his defective sperm.

"And I was the one that brought you into this world to be a failure, which should make us even," the Goblin retorted in his usual nasty tone. He was still a brat, a self-entitled millennial.

"After all I've done for you, after bringing you back…" Harold started, but he never finished these words. The Goblin wrapped his hands around Harold's neck and squeezed it in response. There was a loud cracking sound.

"Norman Osborn is dead, and therefore I don't care what happens to you," The Green Goblin said. He snapped the neck of the pathetic Osborn heir like he was nothing. The scientists backed up in fear. Large fireballs rose from the Goblin's hands and he fried them with one fell swoop. All of them screamed.

Their lives were extinguished. Now that the Green Goblin was back, he could take care of some old business, but first, he needed to take care of a brand new problem.

"And now it's time to take care of the pretender to the throne," The Green Goblin replied, when he eyed the screen. His anger hit a fever pitch when he saw the Hobgoblin on the screen. He stepped on top of his broken son. "There can only be one true Goblin, THE GREEN GOBLIN!"

* * *

 

**To Be Continued on April 23** **rd** **, 2015.**


	50. Calling All Goblins Part One

**Chapter Fifty: Calling All Goblins Part One:**

* * *

 

Peter was just done with Donna, or rather she was finally done with him. She was laid out on the bed, completely ravished and put through the paces. She crashed down, face first on the bed, with her body being sweaty and sticky, but at the same time, there was a little bit of a smile on her face, so she was satisfied.

Another one was added to his growing group. Peter smiled when he decided that he would rest a little bit. The only problem was that he heard something. It was a slight moan, a slight feminine moan and that did wonders in stirring his curiosities.

Peter got up out of bed and he could see someone who was trying extremely hard not to be noticed. Perhaps if she had left a little bit ago, she might have been noticed.

Her scent of arousal was obvious and it was like Donna's, but at the same time it was different. Peter felt drawn towards her, like a moth to a flame. There was no way that he wasn't following up on this. He walked into the room and caught sight of her. Her fingers brushed against the edge of her pants, but at least she was being discreet about it.

Peter allowed himself a pair of boxer shorts with the suit, but that was about all that he felt was necessary. His ripped body was still showcased and it was obvious he was aroused. He stepped closer towards her and smiled when he spoke. "Hello, Diana."

Diana's head jerked back. She looked towards Peter with a surprise. "Peter."

Her eyes struggled not to graze downwards. Peter smiled and he decided to have a little fun with the normally boastful Amazon Princess. "My eyes are up here."

Diana's gaze was close to breaking and she did look Peter in the eyes. "I just came back, only to see what you were doing with my sister…..she….well…"

"Yes, she wanted me, she jumped me," Peter said helpfully.

"Yes, she did," Diana agreed. She figured just as much. This was something that her sister did, jumping Peter's bones like that, as the saying went. Diana frowned, Donna really needed to learn patience. "I wondered what your intentions were towards her."

"Well, she's an attractive young woman and she is a strong warrior," Peter said. He decided to play off of the completive spirit of the woman. "And one day, she might beat you."

"You think that, don't you?" Diana asked. She wasn't going to let this one go without a fight. Her arms folded across her chest when she stared Peter down.

"She seemed determined to be better than you in every way," Peter said. He chuckled. "She seems to want to compete for her."

"Well, we do have a competitive nature as Amazons and as sisters, even more so," Diana said. "But, she should not have gone to you first, because I was the one that had a debt to fulfill and not her."

Granted, she knew that she could defeat the Dark Spider if she was not holding back. But, that was beside the point. This was more a reason to justify what she was going do than anything. Diana crossed the room.

"Besides, as her older sister, it's my duty to see that you are worthy to her," Diana said. She made her way towards Peter and pressed her strong hand on his bare abs. "It's my duty to make sure that you're qualified to be the mate of an Amazon. Only the most worthy of males can be with us. Many have tried."

Diana rubbed his abs with her hand and that caused Peter to groan. Her hand was venturing a little lower, a little closer towards a more pleasurable area. His hips pushed forward and he closed his eyes when Diana was slowly working him up to a frenzy.

"I can't say that I can blame you for giving in to my sister, she can be persistent when she wants something," Diana answered. She slowly worked her finger tips down the waist band of Peter's boxers and this caused him to groan in response. "But, I can be just as persistent and I don't blame you for wanting me as well. Take a good look at me."

Diana's voice was both seductive and demanding at the same time. The beautiful Amazon stepped away and look at her Peter did. Her gorgeous raven locks hung down past her shoulders and showed an extremely beautiful set of blue eyes that gazed at Peter with a powerful gaze. Her breasts contained in a tight black tank top and she was not wearing a bra. Her jean shorts came up perfectly and her legs were toned. She kicked her shoes off and she had some elegant feet.

She spun around and Peter saw her ass, tightly formed in those shorts.

"Go ahead and touch it," Diana said. He slapped her ass in response. "Are you going to take me, Peter?"

Diana turned around, looking at her, and Peter wrapped his arms around her and leaned up to kiss her heatedly. She returned fire with a kiss of her own. His shorts retracted on their own accord and her hand slowly made her way down.

The Amazon Princess gripped a hold around his big, throbbing cock. She squeezed him hard when she gave him a hand job. Said handjob felt amazing to Peter.

His cock felt amazing in her hands. With each pump of her hand, it grew harder when she jerked it up and down.

"I can't wait to feel this inside me, and you've worked me up more than enough when you dominated my sister," Diana said. She pumped him in her hand and looked him straight in the eyes. Peter groaned because of her efforts. "I can't wait to see you try and dominate me."

"That sounds like a challenge," Peter said. She kept a firm grip on his cock, holding it in her hand and making it hers. It was hers and it was only hers and Diana wasn't going to let up on it, not if she could help it anyway.

Diana was pushed back onto the couch. It was large and spacious. She turned around and pressed her palms against the couch, spreading her legs. She allowed Peter to pull down her shorts.

Her nice juicy ass and beautiful pink pussy, with a strip of black hair down it was exposed. It was inviting and dripping wet.

Peter grabbed onto her ass, squeezing the cheeks. Diana gasped and Peter was at the edge of her.

"So, you want me to dominate you?" Peter asked. He sounded feral and he grabbed her breast in response.

"Try to, see if you can," Diana said in a haughty voice. She could feel Peter's throbbing cock at her entrance and it was seconds away from making her his.

Peter slid into her, slamming into her tight, wet center. Diana clutched him when he went into her from behind.

"Yes, that's the right spot, right there," Diana gasped when she felt Peter go inside her hard.

Peter rested his hands on her shoulders and worked into her. Diana encouraged him to work himself into her body. Her tight cunt squeezed him from behind. His balls were growing heavy, but he held himself back.

He needed to explore every single inch of her lovely body and her amazing pussy. He pulled off her shirt, to unveil her amazing breasts and her lovely body.

Diana gasped when she could feel Peter's massive rod spear deep into her body. It was something that she couldn't believe. This hard manhood spiked into her hard and rocked her body. She clutched her fingernails onto the couch.

"You enjoyed that, didn't you?" Peter asked.

"Yes, harder," Diana breathed.

"Then you're going to enjoy this."

Diana wondered what Peter would mean about that. She found out all too soon what he meant. He bit down his mouth on the side of her shoulder and that caused her to groan.

Peter realized that made her pussy really tight and by really tight, he meant really tight. So tight that it clenched the web head's tool and that was the thing that pushed him over the edge. He slammed himself into her. His balls ached for their release and Diana wanted it so bad. He was going to give it to her with a few more pumps into her body.

He let it go, finally. He launched each and every single splatter of cum sprayed into her dripping hole.

Diana collapsed, the force of his orgasm caused another one to rock through her body. She got up off the bed and grinned.

She pushed Peter against the wall. Peter was glad that the walls were reinforced, because that would have ended up with them both being put through it.

"I got a taste, and I want more," Diana said in a sultry voice. She dragged her dripping hot pussy against his tool. She teased herself about as much as she did Peter. "Much more."

Peter's body indicated that he wanted just as much as her, when he hardened. He closed his eyes and waited for Diana to make her move. The beautiful princess was inches away from bringing herself down onto him.

Her lips parted and brought his meat into her depths. Her lips engulfed him and her legs wrapped around him, when she speared herself down onto him. Diana fucked him against the wall and Peter enjoyed the ride.

Tendrils from the costume came out and played with Diana's ass. She gasped at what he did, but encouraged it.

"Oh, go ahead, you dirty boy, play with my ass," Diana begged him. Peter's tendrils kept working her up to a fever. "Oh, yes, that's it, oh, give me….give me your love."

Diana really brought herself down onto his tool, her legs wrapped around his body when she kept spearing herself up and down onto him, constantly. Her walls engulfed his throbbing prick as hard as she could. She engulfed him inside her.

"Damn, I like your tight pussy," Peter grunted.

"I know, I can tell," Diana said. Her eyes were heavily lidded over with immense pleasure.

Peter could feel her pussy milk his throbbing cock. It felt so good around him. He couldn't even begin to describe how good it felt. It felt extremely amazing to feel his cock encased in such an amazing sheath of flesh. He kept pumping into her extremely hard from behind. His balls rocked her as hard as they could.

Diana enjoyed the pleasure. She never allowed his cock to stray that far from her. She could feel herself immersed in what he was doing to her.

The fact that she was getting it from both ends made things all that much the more pleasurable. Her nipples to got so hard that they could cut glass.

"Suck my tits," Diana ordered him and she shoved her tits in Peter's face.

Peter decided to gain control by giving Diana the pleasure that she needed.

"Oh, yes, fuck me, fill me with all of your dirty cum, make me your own personal whore," Diana said at the top of her lungs. She pumped her hips down. "Oh great Hera, that's….that's the spot right there, you really know how to push all of my fucking buttons, baby!"

Diana's pussy hit a gusher. She held herself up against the wall and kept slamming herself down onto him. Peter grunted when she pushed herself down onto his tool hard.

"Going to cum soon," Peter warned her.

"Yes, in me again, in me again," Diana begged him. She rammed her dripping cunt down onto his tool and kept working him between her thighs.

Peter was this close to bursting inside her. His balls clenched when she came down onto his tool.

He came and he came hard. The force nearly caused Diana to land on the ground on her ass. Her own agility and the fact that Peter was holding her up allowed her not to fall.

She gracefully pulled out of him, her pussy dripping with his juices. She made her way to the couch and sat spread eagle, her legs spread.

"Come on, a few more times and you've taken me in more ways than you've taken Donna," Diana said. Her sweaty hair stuck to her face and gave her a supremely sexy look.

Who was Peter to say no to this goddess? His cock was hard and ready. Without another word, he slammed into her again.

Diana felt pleasure again. This was going to become her favorite kind of work out if this kept up.

* * *

 

Amanda Waller was like a dog with a bone when she was fixated on something and this entire Hobgoblin mess had dogged her for six months. She pretty much knew it was Harold Osborn and he had the body of his father. There was a group of highly trained ARGUS agents who finally got their way through OsCorp.

They obtained a warrant, even if they had to do so through some less than legal channels. It didn't matter when the security of the world was on the line. The agents made their way down to the basement area.

It was very odd that most of the scientists had left for the day. From their intelligence, they thought that a company like OsCorp would always be bustling with activities.

"Be prepared for anything, the Hobgoblin is armed, dangerous, and he has Tony Stark's equipment," one of the agents commented. The others nodded in response, even though they frowned.

"We know that's the case, this isn't my first rodeo," another agent commented. That being said, he held out a grenade in his hand and flung it down onto the ground.

The grenade exploded and blew open the basement door, which was locked. The group made their way down the set of stairs. The basement was extremely creepy, like out of a really bad horror movie. That put everyone on their guard.

"Seems like some kind of morgue in here or something," one of the Argus agents stated. He stepped on something that crunched underneath his foot. He winced when he realized that it was a human skull.

"There's Norman Osborn," one of the agents said in a low voice. He pointed out the tank containing the man. "We finally got him, someone get a light on so we can bag him and bring him in."

Someone was fumbling with the light and they got it on. The tank did have an Osborn in it, and it was Harold Osborn inside it. The monitoring unit on the tank indicated that he had been dead for some time.

"This doesn't make any sense," one of the agents commented.

Another agent arched his head back and there was something unsettling about this entire mess that he had to spell out. "Yeah, nothing makes any sense, because Osborn has found a way to get himself loose. Everyone, set your weapons to lethal."

Everyone got out their weapons and set them to lethal. Now that the light was on, they saw the charred remains of several scientists. They were burned to death. It was a fate that put all of the agents, some of them having to deal with this for years, at ease. They now knew what SHIELD had to go through on a regular basis. And some of them were hold overs from SHIELD as well, so they equally were glad that they did not have to go out on the field.

"You know, those weapons won't work."

One of the agents turned around and saw the grotesque face of the Green Goblin. It was hard to say how long he had been in this room, but one thing was for sure. He was here right now and he was not in a happy mood.

"We're from….."

"Yes, ARGUS, with Fury's old lady running the show, I know," The Green Goblin commented in a dry voice. "You intend to bring me in with weapons that couldn't even tickle me, and if I resist, you will open fire. Did I miss anything?"

"Just….just come along quietly, and there's no need for you to get hurt," one of the agents said lamely. His hand shook when he tried to hold the weapon. Despite the miniature cannon resting in his hand, he felt a bit braver than he really was.

"I knew that I missed something, the entire, come quietly, and no one needs to get hurt thing," The Green Goblin said. He tutted silently. "Oh, how could I have ever missed such an obvious cliché I wonder?"

The Green Goblin raised his hands in the air. Miniature fireballs appeared from his hands and he launched them at the agents.

"It's a lot better when you have a moving target," the Green Goblin cackled. He was completely and utterly mad.

He lifted up the fireballs in the air and continued to bombard his enemies with them. They dodged the attacks, with a furious scream. It was like he was shooting fish in a barrel.

They started to fire on him as well. That amused the Green Goblin. He laughed in amusement when their laser blasts did absolutely nothing.

"Just….hit him with everything!" one of the agents yelled. He was about ready to lose his nerve.

"Well," the Goblin commented. He braced himself for the impact. "This should be fairly entertaining."

He waited for them to get it all out of their system. Once that was done, he took them all out. The government agents fell to the ground.

"And now, onto the Hobgoblin, as there can only be one and that pretender is not one of them," the Green Goblin commented.

He moved towards the storage room. He had a brand new glider that he could use to take down his enemy. Not that he needed it, but at the same time, there was a certain stylish element that must be adhered to.

* * *

 

The Hobgoblin heard the rumors that the Green Goblin had been sighted once again. That might have worried many people and his goons were about ready to shit themselves.

"No, I'm not worried because of some relic of the past is here," The Hobgoblin stated. He was suited up and ready to go. "Norman Osborn was defeated by Spider-Man, and Spider-Man was never able to adequately defeat me."

The goons weren't brave enough to state that the only reason Spider-Man didn't defeat the Hobgoblin was that the Hobgoblin never fought Spider-Man straight up. They weren't that suicidal to be honest.

"We just got to wait, and soon he'll be showing up," The Hobgoblin said. He wanted to prove who was the better Goblin.

"You don't have to look for me for long."

The Hobgoblin looked up and saw the Green Goblin standing there. A wide grin was on his face. "What are you without that awful suit of armor or your goons?"

"You aren't much either without your formula," The Hobgoblin snapped back. The two goblins stood face to face with each other.

"Your move," The Green Goblin stated. He was waiting for the Hobgoblin to make his move.

"You should have stayed in the grave, and now I'm going to take you down in front of everyone," The Hobgoblin said. The blasters on his arms retracted and sent a barrage of miniature pumpkin bombs at the Green Goblin.

The bombs bounced off of the Green Goblin. He didn't really care where they ended up getting sent. The fact that they bounced all over the city was something that amused him to no end. His eyes glazed over when he watched them fly in every single direction.

"Not bad," the Green Goblin said. The screams of the civilians beneath him was something that was music to his demented ears. His mouth curled into a wide grin and he spoke in a calm and candid voice. "But, mine's bigger."

He created a large fireball that was the size of a wrecking ball and he hurled at the Hobgoblin. The Goblin waited for the barbeque to occur. The Hobgoblin dodged the attack just barely, and a large gas tanker went up like an inferno.

"I'm sick of all of the pretenders out there, you think that you're something!" The Green Goblin yelled.

"You couldn't hit me if you tried," The Hobgoblin said. He was pulling out the big guns. Sonic bombs hurled into the air.

An ear splitting shriek echoed. The Green Goblin's face twisted into a rather devious grimace. The pounding that occurred in his ears was more than immense. He screamed extremely loud when his ears were bombarded by these sounds. These horrible sounds, such horrible sounds that he couldn't even begin to describe what he heard.

His ears felt like they were about to collapse in on themselves with the pain that he felt. He rubbed the side of his ear.

"That hurt….."

A miniature rocket, containing another sonic charge nailed the Green Goblin right in the chest. He was plowed into the ground, with the acid from the tip of the rocket burning through his chest.

"That was the Green Goblin," The Hobgoblin stated. There was thinly veiled contempt dripping from his voice when he peered down into the hole. "There was a part of me that expected better….much better, than what I've got here."

The Green Goblin rose from the dead, blood dripping from his mouth. He shook his head when he stared down his enemy.

"I'm not done yet," The Green Goblin stated. Spikes appeared from his body. He frowned, that was pretty new.

His body was beginning to mutate in ways that he didn't even understand.

"You should be dead," Hobgoblin said. He backed off in fear when the Goblin rose himself up with a pair of spiked wings.

"I should be dead, I was dead, many times over!" the Green Goblin said. His voice got less human by the second.

"YOU SHOULD BE DEAD!" The Hobgoblin yelled. The Green Goblin's laughter got even more insidious.

"Yes, I should be, there's some kind of delayed echo in here," the Green Goblin taunted. He could see the NYPD down on the ground. "Away, children, the grownups are talking."

A green fireball emitted from his finger tips and he shot it down with a careening attack. The fireball burned into the ground, searing everything beneath him.

The Hobgoblin tried to throw pretty much everything that he had in the tank at his enemy. The only problem was that nothing he was throwing at his enemy worked at all.

The Green Goblin waited for the Hobgoblin to finish. He looked towards his adversary, with an almost bored tone. "Are you done?"

Hobgoblin was punched backward and he was sent flying into one of the Jumbotrons that had Jameson's face.

"….And we wouldn't be having this problem, if it wasn't for Spider-Man….."

Jameson was silenced, at least in this particular part of the city. The Hobgoblin was slumped against the Jumbotron like a particularly ugly cockroach. The Green Goblin grabbed him by the throat and hurled him once again across the city.

"Reboot the armor, come on," The Hobgoblin said. He slammed against the side of the building again. The wind was taken completely out of him when he landed hard down onto the ground.

"Oh, you're going to need to reboot more than your armor when I'm done with you," The Green Goblin said in his nastiest tone possible. He ripped the Hobgoblin off of the ground and grabbed him roughly by the shoulders, squeezing every ounce of life he could manage out of him. "I'm going to rip you apart piece by piece!"

* * *

 

Peter Parker had a pretty good night, which mean that he was going to pay for it later. The moment he looked up, he came face to face with Madame Webb.

"Julia, I have a feeling that this isn't a social call," Peter said. "Considering that you only seem to show up any more when things are bad."

"Sorry about that," Julia said. Peter could see Jessica and Gwen next to him and they looked a bit shocked. They looked equally grim though. "The Green Goblin is back."

"That's impossible, Osborn is dead," Jessica said.

"Do you really think that's impossible?" Gwen asked. She turned to Jessica, arching her eyebrow. "His body was missing."

She just got back into town and was pulled completely into the thick of things.

"This is a crucial battle, one that could spell the doom for Spider-Man," Julia said. She grabbed Peter around the hand firmly. "I saw how this battle ends, and it ends….I can see you prone on the ground, broken, and defeated, and with your last breath, you see New York burn around you as the Green Goblin has won."

"You mean….I get killed out there," Peter said. He didn't know how to react. How does someone honestly react to the news of their own impending death anyway?

"Yes, you get killed out there," Julia answered in her most regretful tone of voice. "Peter, listen….this is not how any of us want it to end for you."

She stopped herself short from saying again.

"Then it won't end like this," Gwen answered firmly. "I don't believe in fate."

"This battle has played out in countless universes the same way," Julia said. "It all ends with the Green Goblin winning and Spider-Man…"

"I know I'm going to die, but if I don't go out there and fight him, countless people are going to die in my place," Peter said.

"You're not going to die alone," Jessica said firmly. She grabbed peter firmly around the hand. That got her a look from Gwen and Jessica hastily amended her statement. "Not that you're going to die at all."

"Osborn is not the same Osborn that you fought, whatever the OZ formula did to him, he's more Goblin than Norman," Julia warned them. She took off her glasses and the bright light emitted from them. "I cannot block this never ending vision of you being crushed at the Green Goblin's hands."

"If I can't stop him, then who can," Peter said. "Maybe there's a way to counteract the OZ, revert him back to normal?"

"There's only two problems with that one," Gwen reminded him. "First of all, it's really not the time to concoct an antidote, even if we had the time. And secondly, I think that we're well past the point of no return."

"Julia, you've got to let us go," Peter said. "I'm not going to die, trust me."

"I hope you've proven what I've seen, wrong," Julia admitted. She knew that when someone told her to trust them, it normally didn't end all that well. She leaned towards him and cupped his chin. She kissed him.

Jessica, Peter, and Gwen stood in the middle of the sitting room in the Penthouse. They were the only three there and they could see the carnage below.

"Gwen, Peter, are one of you there?" a frantic voice asked over the over end of the intercom.

Peter made his way over to answer it. "Yes, Chloe, we're here."

"Oh good, I thought that he got to you already…..well if you look outside your window, then you might have noticed that the Green Goblin and the Hobgoblin are fighting….oh, Osborn came back from the dead, but that's really nothing new in our line of work," Chloe said. She said all of this in one breath without missing a beat. "Everyone's one the ground, but we got to contain this fight."

"Osborn and the Hobgoblin are fighting?" Peter asked.

"Turns out we might have been wrong about Harry being the Hobgoblin, given that he's currently a little dead at the moment," Chloe said. She shook her head. "Looks like Osborn snapped his son's neck."

Peter knew that things were getting bad. Norman flew so far off of the rails that it wasn't even funny and things were going to get worse before they got better.

"I'm going to go out there and put a stop to this," Peter said.

"He's not holding back," Chloe warned him. "I'm not even sure if the Hulk could stop him now."

"Have you tried throwing the Hulk at him?" Peter asked. He was almost afraid to hear the answer.

"No, because the Avengers are currently on a mission in space," Chloe informed him. "Not the worst idea to try if we could, but we can't."

Peter shook his head, that was about right. That was always about his luck in situations like this. The X-Men were also dealing with their own problems as well and Peter hadn't really been in touch too much with them in a while, other than brief messages from Jean to see that she was fine.

"Oh, well, that's just about right," Spider-Man commented. He closed his eyes when he thought about what he had to do. "I guess I'm going to have to go out there and fight the Hobgoblin."

"You could get ripped apart," Chloe said.

"I know, but I could get ripped apart against anyone else," Spider-Man said. He didn't really let the fact that he could die in this battle bother him.

There might be a small chance that he could take the Goblin down with him. He didn't know how, he just did.

* * *

 

The Hobgoblin realized how sunk he was without his suit of armor working. AIM never finished the formula and he needed it if he hoped to stand up against the Green Goblin. He deflated underneath the Goblin's attacks.

"And now time to take your mask off, but don't worry, your head doesn't necessarily need to be attached to your body for me to do so."

Spider-Man jumped on the back of the Green Goblin to get his attention.

"I was wondering when you would show your face," The Green Goblin said. He hurled Spider-Man off to the side like he was nothing.

Spider-Man landed down onto the ground, the wind had been knocked completely out of him. He rolled over when the Green Goblin rose up off of the ground and his spiked skin was shown towards him.

"Okay, that's new," Spider-Man said.

"Great minds think alike," The Green Goblin said. He was about ready to burn him with some not so friendly fire.

Spider-Man dodged the burst of green flames coming from his hands. The web head rolled out of the way of the attacks.

"I don't think you've forgotten me, have you?"

Spider Woman blasted the Green Goblin, sending him back a few steps. The Green Goblin swatted her away like she was nothing. "How could I forget someone like you? You were going to be the perfect soldier. It's a shame that you grew a sense of independence and that bungling fool Octavius didn't…"

"You talk way too much," Gwen said. The Goblin Queen added some fire of her own to the battle. She thought that it should be much stronger than Osborn's given that she had a far longer amount of time to perfect it.

The problem was that it wasn't stronger than Osborn's. It fired back at her and knocked her down onto her back. The wind was knocked completely out of her body when she landed on the ground with a sickening thud.

Gwen struggled to draw a breath from her body. She was not having any luck fighting this guy and her luck was about to get worse.

"The other pretender," The Green Goblin said. "I was hoping to rip you apart as well….."

"Don't forget, you've got unfinished business with me," Spider-Man said. He kicked the Green Goblin hard in the face. He kicked him so hard that his ankle was broken.

"Well, that showed me," The Green Goblin said. He knocked Spider-Man back, causing him to crash through several buildings. The Green Goblin appeared on the other side of the buildings and grabbed Spider-Man by the throat. "The thing is new costume or not, you're not worth my time."

The Green Goblin lifted Spider-Man over his head like he was absolutely nothing relevant. He slammed him down onto the ground. The broken and battered web slinger collapsed to the ground, completely obliterated from these attacks.

"Fight back, Spider-Man, you can do it, hero!" The Green Goblin taunted him. He created a wall of fire around them to block any external influence. "This is what you wanted, isn't it? One on one, the Green Goblin against Spider-Man. The city burns around you. What are you going to do to save it?"

Spider-Man could see a group of civilians in peril. He moved to save them, instinctively.

His spider sense could not save him from what happened next. The Green Goblin brought a large building down onto the top of his head. The bricks smashed onto him.

Spider-Man pulled himself out of the building, just in time to get a spike from the Goblin's new mutation into his chest. The web slinger's body slackened when he slumped down to the ground.

The Green Goblin sang at the top of his lungs when he could see the deflated body on the ground. "I don't hear a heartbeat!"

Gwen saw red when the Green Goblin stood over Peter's lifeless body. The city prepared to burn around him and if Gwen had her way, the Goblin was going to burn with it.

* * *

 

**To Be Continued on April 30** **th** **, 2015.**


	51. Calling All Goblins Part Two

**Chapter Fifty-One: Calling All Goblins Part Two.**

* * *

 

Gwen threw herself at the Green Goblin. She was intending to kill him with her bare hands if need be. He was knocked down to the ground hard and smashed onto to the ground. She raised her hands, fire in her eyes. The fire shooting from her hands was equally as intense. She was bound and determined to burn this motherfucker on sheer principle.

The Green Goblin blocked the attack and knocked Gwen down to the ground. She was down hard on the ground. He shook his head. "You know, I was expecting a better fight from you, given that I killed your little boy toy and all. But, I guess, that couldn't be…"

Several burning pieces of debris flew in every direction. Gwen's mind controlled their trajectory thanks to her telekinetic abilities. The Goblin howled in utter agony when they kept firing at him. He could feel his skin burning underneath these attacks.

"No," he whispered. He staggered back, shaking his head. "No."

"Yes," Gwen replied. She fired every single attack that she had in her at the Goblin. Her body felt rocked, pretty much every single nerve ending.

The Goblin slumped down onto the ground. He wasn't dead though. Gwen staggered back and slumped against the wall. Her breathing grew increasingly heavy. There was one small thought that went through her mind. _'You've got to be fucking kidding me.'_

The Green Goblin got himself back to his feet. Gwen felt like she was a sitting duck right here and he was about ready to attack her.

A blur shot out of one direction and cracked the Green Goblin in the fact as hard as she could. Kara sent the Green Goblin flying halfway across the city. Jessica stood beside Kara and nailed him with a venom blast right to the face.

"Sorry, it took us so long," Jessica said. "He put a lot of civilians in danger and….well the Hobgoblin's goons might have switched sides. There's something really wrong going on here."

"Even more so than usual," Gwen said. She massaged her head. She realized that Peter was dead, although she had been in denial. "Julia was right."

"No, she wasn't," Kara answered. "I could hear it, a heartbeat, coming from Peter."

Gwen's eyebrows shot in response. She made her way over, where the fire around Peter's body was put out. There should be no way that he could be alive after what happened.

"It's extremely faint, but it's there," Kara continued to explain. Gwen was glad that she told her such a thing, because it allowed her hope to spring eternally. "All we got to do is get him out of here."

Gwen stepped over towards him. She didn't think that Peter's sufferings should be minimalized. The suit might have saved him from certain death, but the injuries were too great.

"Forget it, you're not going anywhere!"

Gwen really thought that some guys could not take a hint and that guy could not take a hint. The Green Goblin was back on his feet. He was more dangerous than ever despite getting the smack down laid on him.

"Go, I'll hold him off," Jessica said. She put herself in front of Kara, Gwen, and Peter's body. She had been looking to settle a score with Norman Osborn for quite some time.

This gave her the perfect opportunity to do so. Jessica balled up her fists and prepared to do battle with her enemy. The Green Goblin laughed and stared her down. She was starting to feel less than confident about her abilities to fight this enemy. The dark haired beauty shook her head, trying to stand up straight against the Goblin. There had to be a way that she could defeat him. There were no two ways about it, she had to win.

"Come on, fight me….."

A blast from an extremely powerful energy cannon fired and nailed the Green Goblin in the chest. The energy didn't come from Jessica, which caught her completely off guard. The energy blast blew a hole through his chest and caused him to be doubled over onto the ground. Blood dripped from his chest. The Goblin was stunned for at least a few seconds. Then rage took over.

"You get up, and I'll put you back down again!" a commanding voice bellowed. The Goblin stood up to his feet, not willing to stay down. He got blasted down again. "GO!"

Jessica didn't need telling twice. She helped Kara and Gwen ease Peter's broken and battered body and they had to get him back to base.

It had the best security in the city, even though it was far from foolproof. What choice did they have? The Green Goblin might as well have found them anywhere on Earth and their base was the best choice for anything to hide. At least until the figured out another plan.

In the chaos, the Hobgoblin disappeared into the shadows, willing to choose his battles more wisely another day. He narrowly escaped without being properly unmasked and exposed to the world at large.

* * *

 

Amanda Waller was in a towering temper and that was not a place that anyone wanted to be when she was on the warpath. Several of her best agents had been taken down by the Green Goblin and a madman was in the process of destroying the city. Then, she saw that Nick Fury was back in all of his glory.

She swung open her office door and saw Nick Fury casually sitting behind her desk, like he owned it.

"What are you doing here?" Waller demanded.

"Well, you've moved up in the world, haven't you?" Fury asked. "It's been an extremely long time since we've had a chance to talk."

"Not long enough," Waller said bitterly.

"It seems like you've stepped into a situation that you couldn't handle," Fury told her. He was breaking things down for her nice and slowly, as only Nick Fury could. "You were always a bit overly ambitious, Mandy."

"You don't have any right to call me that anymore, Nicholas Joseph Fury," Waller told him.

"Yes, ever since the divorce, we've been at odds and I'm sure you jumped at the chance to make me look bad by restructuring the entire game," Fury said. "But, you're not in control. Just when you have all of the answers, people keep changing the questions. And you were never able to take down the Green Goblin."

"It's not like you were any better, given that you sought to contain him," Waller answered. "And you couldn't keep the leaks out of your organization."

"Like your organization is any better, Mandy," Fury said. He chuckled. "There are leaks all over the organization. You couldn't take a shit without about four or five interested parties knowing about it. So don't tell me about leaks, because there's plenty in your own backyard."

Waller curled her fist up and gave Fury a slight little sneer in response.

"And your little research to develop a cure for OZ, it's interesting, it's quaint, but…..I'm afraid that I'm going to have to seize it for security reasons," Fury answered. "And I would stay out of bed with Luthor, because you don't know where he's been."

"I know what I'm doing….and what gives you the right to take research?" Waller demanded.

"SHIELD gives me the right," Fury answered.

"SHIELD is dead," Waller answered. "The President made it perfectly clear yet…"

"As long as I breathe, SHIELD lives," Fury said. "Whether you like it or not. There is too much at stake to let it die because a few politicians got uncomfortable"

"I should have you arrested," Waller said to him, curling her fist. Almost a year of research had been seized by Fury and who knows what else he meddled in on his way down.

Fury looked rather amused by these words coming from Waller. He chuckled when he looked her straight in the eye.

"And what do you find so funny?" Waller asked. She had already summoned some of the ARGUS guards.

"You might have gotten reports that I just blasted the Green Goblin, and you know how I can be in two places at once," Fury said.

"You son of a bitch," Waller cursed. The ARGUS guards entered the room and saw Nick Fury casually standing behind the desk.

"As usual, I have to clean up the mess you made," Fury told her. He couldn't resist twisting the knife in a bit further. "If that doesn't sound like our marriage, I don't know what is."

Waller's face curled into an ugly grimace and the LMD of Fury's eye glowed to show that it was such. She grabbed the gun from one of her ARGUS agents and blew it completely off of its shoulders.

"I've wanted to do that for years," Waller muttered to herself. The ARGUS agents looked towards her like she was mentally unbalanced. "My former husband thinks that he's going to start some kind of civil war, well he's wrong. I'm in charge. I want you to track down the leaks. And get me Miles Warren, he has some questions to answer about how he let the research slip through his fingers."

* * *

 

The Hobgoblin staggered. He thought about letting this one go. He was making his way through the secret AIM facility. He recalled that they replicated OZ to an extent and that would have to be enough to put him on even ground with the Green Goblin.

A less than ideal plan, but pride being wounded was a pretty awful thing. The Hobgoblin limped his way into the base. His injuries were way too great to understand. His armor had been repaired.

The Green Goblin had been distracted with his obsession regarding Spider-Man and that other Goblin as well. The Hobgoblin thought that would give him plenty of time.

The only problem was that he showed up and saw a vault busted open. The Hobgoblin had a sense of foreboding going through his mind and through his body. His mouth hung open.

"Looking for this?" a voice taunted in the shadows. The hand of the Green Goblin flickered the vial between his fingers. "I bet you though that you would tip the scales. Well, I know for a fact this formula wouldn't have done. It is a weaker copy of the original and would only turn you into a mindless brute."

The Hobgoblin backed off.

"It's perfect for my purposes, but not well advised for yours," the Green Goblin replied. His teeth twisted into a wicked smile when he approached him. "So, are you ready?"

"Yes, I'm ready," The Hobgoblin replied. He clenched his fist together. There was no question about it, he was going to take this bastard down, even if it killed him. "My armor is repaired."

"I suspect you want a reward for that one," The Green Goblin taunted him. The Hobgoblin's eyes flashed towards his enemy. "Hit me with your best shot."

The Hobgoblin had a miniature purple orb rise from his suit and he nailed the Green Goblin full on with the attack. The Green Goblin slid back instantly and he screamed out in pain for a moment.

"I think that I've proven my point," The Hobgoblin said. He went towards the Green Goblin.

"You've proven that you're a failure when you're compared to me!" The Green Goblin yelled at the top of his lungs.

He slammed his hands down onto the ground and caused the ground to burst into flames beneath the Hobgoblin. That forced him up.

"I'm more powerful than I've ever been!" The Green Goblin howled. "Nothing can stop me now!"

The Hobgoblin powered up his suit with everything that he had and blasted himself towards the Green Goblin. He was going to take him out or die trying.

"There could only be one!" The Hobgoblin declared. He prepared to plow the Green Goblin into the ground like he was nothing.

"That, we can both agree on!" The Green Goblin said. He reversed the position and slammed his adversary hard onto the ground.

The Green Goblin had rocked his enemy. The Hobgoblin could see the falling shelves go around him and time was around ready to run out.

"I have what I need, therefore taking you out won't be useful," The Green Goblin answered. "You're finished!"

The Hobgoblin tried to move, but much to his agitation, his knee twisted off to one side. The Green Goblin was just going to leave him to die.

Roderick Kingsley could not believe this. After all of his well-placed plans, this was where it ended. It would not end with a bang, but it would end with a whimper.

"HANDS WHERE WE CAN SEE THEM!"

The Hobgoblin turned around, and his mask, busted, revealed the face of Roderick Kingsley to Amanda Waller and the rest of her team. His suit was completely unable to fire, so he couldn't fight them, if he wanted them.

"You got me," Kingsley said. He wasn't worried about prison. With his resources, he could be back on the streets within twelve hours and this entire mess would be swept underneath the rug in pretty much no time. "If you're looking for the OZ sample, Osborn's already got it. Don't know what he plans to do with it, it's defective."

Waller had a few ideas and if she was right, this would be a pretty bad time for all of them. She turned towards her men, barking out orders. "Search the entire area. He might have missed something."

She turned towards Kingsley. "We have bigger plans for you, Mr. Kingsley. You have valuable information that I need and you are still of some use to my organization."

Kingsley was intrigued, but at the same time, apprehensive. Waller wasn't necessarily the type of woman that he mixed with normally. She was a bit too much for him in fact. Yet, the fact that she had a really large gun trained on him and he had no juice left in the suit made going with her to be more appealing than it should be right now.

* * *

 

Peter Parker could feel like he had been through hell and back, a few times in fact. It took him a few seconds to realize what exactly he had been through and more importantly how much he didn't like it. The web slinger slowly lifted his head up off of the couch and he frowned.

' _So, I'm not dead,'_ Peter thought.

The suit sounded amused when she spoke. _'If you were dead, I don't think that we would be having this conversation.'_

That was something that Peter could agree with. That didn't stop his head from screaming and it felt like his brain was about ready to jump out of the side of his head.

' _Where is the Goblin, did he win?'_ Peter asked.

' _You know, your body should relax, so it can heal itself,'_ she informed him. _'You're not out of the woods yet.'_

Peter thought that he was not out of the woods yet. The aches and the pains that went through his body were obviously somewhat of a problem. He couldn't even properly lift up his neck if he wanted to.

Finally, his eyes flickered open. "I see that you're awake."

Peter saw the one thing that you didn't want to see the first thing when you woke up, Nick Fury's face. Gwen didn't seem to be too please, Kara seemed less pleased, and Jessica was oddly indifferent to the entire situation.

"Fury, I thought that I saw you around somewhere," Peter said. He held the back of his head. "All things considered, I almost missed you."

"Only because you had to deal with my ex-wife, Parker," Fury said gruffly. That caused Kara to have to duck her head.

"I hate to say this, but I agree with Fury," Gwen said. Those were words that she never thought was going to come out of her mouth.

Peter realized that Helena was at his bedside as well. She was giving Fury one of those looks that might make her father proud.

"So, please tell me that you were able to take Osborn down," Peter said. He was hoping against all hope that this was going to happen.

"Osborn managed to get away and I hit him with a couple of my best shots," Fury answered. "He's regrouped, but he's planning something. He has some kind of end game in mind."

Fury decided to clear his head by shaking it.

"Never mind that, my ex-wife, she's been extremely busy as of late," Fury answered. Peter raised his eyebrow in response and asked for clarification to that point. "And by busy, I mean extremely busy."

"What is she up to now?" Peter asked him.

"She was trying to formulate an antidote to OZ, for anyone who had gotten infected," Fury answered. That caused Peter to look at her.

"We did say that if we could cure Osborn of his Goblin affliction…." Kara said. She realized something. "If that happens though, there's a good chance that you can be cured as well."

"I'm not sure about that, after what HYDRA did, the OZ is a part of me," Peter said. "It was just the stabilizing component, granted, but it gave me my powers."

It was not for the first time Gwen wondered whether or not one of her parents had been exposed to the same formula that Peter's was before she was born. Her mother was the most likely candidate for that. Her mother was gone by the time she was young enough to remember.

"We're already trying to formulate something that will stop Osborn," Kara informed him. She chewed on her bottom lip. "I don't have to tell you how much of a longshot it is though, do I?"

"Longshot's are our best shots at this point," Peter answered. He was going to have to take it, especially after what happened. He craned his neck back and signed rather prominently. "I can see one problem with all of this though."

"Yes, Osborn might have the same idea, to try and eliminate you two permanently," Helena said, speaking for both of them.

"I couldn't have said it better myself," Fury admitted. "And with SHIELD back in business….."

"SHIELD got disbanded though," Kara said. Fury looked towards her. He surveyed her with one eye. "I mean, no offense, but there was this entire mess where you got exposed and all of the identities of super heroes nearly got exposed to the public. And there was the Red Skull, and there was HYDRA and there was….."

"Yes, I'm aware," Fury said. He held up one hand to stop the rant that she was going on. "We didn't disband, we just went more covert with our operations."

Kara blinked. She wasn't sure how SHIELD could go more covert then they were, but she was willing to take Fury at his word for now.

Peter slowly got up to his feet. He felt a bit punch drunk from where he was standing. He shook his head when he tried to adjust his footing.

"Shouldn't you be resting?" Helena asked him.

"I can't rest knowing that Osborn is out there, and I don't even know what he's doing," Peter said. He didn't want to ask about the casualties, because to be honest, he was pretty much better off not knowing.

Punch drunk as he was, Peter held himself up to his feet and took a deep breath.

"We're going to have to find a way to reverse the OZ formula," Peter said.

"Done and done."

That caused Peter to turn around and see Chloe standing there. "What, I was bored?"

"You seriously came up with an antidote to the OZ formula?" Peter asked, raising his eyebrow.

"Hey, I had nothing else better to do and remember, my mind has amplified to a 12th level intellect thanks to Brainiac," Chloe answered. Peter raised his eyebrow. "Well, technically more, but who is counting?"

"She didn't do it alone," Alura answered. She stopped when she looked at Peter. "Suit or not, there should have been no way you could have survived that."

"Are you complaining about it?" Peter asked. Alura shook her head in the negative.

' _I had an excessive amount of life sustaining juices after your marathon sessions earlier today,'_ the suit confirmed.

He could see Diana showing up, with Carol, and Donna following. To say this was an all hands on deck scenario. He smiled.

"Thanks for saving my life earlier," Peter told Diana. That caused Diana to look at him strangely.

"What….."

"The suit was able to repair my injuries thank to the excessive juices that it fed off of," Peter said. That caused Diana to blink and she nodded, that made perfect sense. Donna hummed and tapped her feet. "And I suppose that I should thank Donna as well, because she helped me just as much."

"Oh, that, happy to help," Diana said. She gave Carol a warning look for her not to say anything.

"First, it's about time she got laid and secondly, I'm almost disappointed that I wasn't there to see it," Carol said. She gave Peter a brief kiss, all too brief. "But I suppose that it was spur of the moment."

"And you would have joined in," Kara said. Kara was a bit annoyed she wasn't there as well.

Carol didn't even bother to dispute it. "That I did."

"We've got a reading," Barbara said. She and Chloe calibrated a tracker to hopefully track OZ infected people. "The problem is that we've got several readings, several blips, not counting the two that we should have in the tower."

Peter had a really bad feeling about this.

"Spider sense tingling?" Kara asked him.

"Not yet, but I have a feeling that it should be," Peter said. Fury looked towards Chloe.

"Why could that be?" Fury asked her. There was a sound of laughter and Osborn's voice could be heard.

They were going to allow him to tell them about all of this, in his own way. The laughter escalated the more that he spoke.

"That waste of semen that I sadly call a son has been more useful in death, than he has been in life," The Green Goblin cackled. "He has created enough OZ formula to mutate the entire city. But first, a little demonstration of what an entire city full of mutated goblin slaves can do."

"And Osborn's lost the plot," Chloe groaned.

"He lost that a long time ago," Gwen said. She looked outside of the city and what she saw was not favorable. "We're going to need even more of that antidote I think."

Dozens of mutated, deformed goblin soldiers marched down the streets of New York city, intent for murder. It was a good thing that there was a group of heroes one place, they would need all of the help that they could get.

* * *

**To Be Continued on May 7** **th** **, 2015.**


	52. Calling All Goblins Part Three

**Chapter Fifty-Two: Calling All Goblins Part Three.**

* * *

"New York is being running ragged by these abominations and there is one person to blame for it. He couldn't stop them, and he might be our only hope. Yet, just like every single other time we've put our hopes on him, he's fouled everything up. That's Spider-Man, Spider-Man has caused us all of these problems. Would there even be a Green Goblin without Spider-Man? Both are threats and menaces, two peas in the same pod….and now the Goblin has an entire army of them. Lock your doors, protect your children, hide your wives, it's madness out there. I will be here until the very end, for I am J. Jonah Jameson!"

That rant was just one of many that greeted people. Not that many people paid too much attention to what they heard. The people of New York City were completely frantic. The screams got even louder when they could see the Goblin armies marching all over the street. The few that had been left out on the street had been trapped.

"So, now, after my son has failed me as a human being, and more important as a son, I have created a new family," the Goblin ranted. The mindless drones stepped towards him. They were ruthless, and efficient. They were everything a businessman like Norman Osborn could have ever wanted. "I want you to rise up, like the Phoenix and crush everyone in their path!"

The Goblin's looked at his children who all nodded. They were among some of the most dutiful soldiers that one could ever hope for. He would lead them to the promise land. He would lead them to destruction.

"So march forth and give them hell!" the Green Goblin yelled.

Jessica showed up in the shadows. She shook her head. She always thought that Osborn was one for melodramatics. She had a gun over her shoulder.

"So, if this doesn't work….." Jessica said.

"Then, we're pretty much fucked," Chloe confirmed in a nonchalant voice. Jessica sighed, that was something that she was afraid of. "And not in a good way either."

"Of course we aren't," Jessica replied. She cleared her head. Bobbi and Natasha made their way on either side of her and they were not alone. The rest of the Avengers were currently unavailable, but all things considered, there could be worse people on their side.

"We better pick our shots wisely," Natasha said.

They had their mission ready to go. As for Spider-Man, well he was going to head off against the big one.

The Huntress was down, swooping down to pull some civilians out of the way. One of the Goblins raised his hands in an ugly manner and tried to blast them to bits. A dart was shot in the side of his neck.

The Goblin reverted back into a human. His body shriveled up and landed on the ground. The other Goblin creatures suffered more of the same. The darts kept getting plowed in the side of their necks, sending them down to the ground hard.

The main Green Goblin was incensed. His eyes bugged out and there was a stammering that went through his mind. "No, no, no, no, no, no, no!"

"Yes, Goblin, it's happening, you're losing control."

He looked up and saw Spider-Man dropping down in front of him. The Green Goblin's eyes bugged out fiercely and there was honestly one thing that anyone could say in a situation like this one.

"You should be dead!" The Goblin howled. He lifted his hand up, fire rising form it. "You should be dead!"

"Yeah, there's a lot of that going around, isn't there?" Spider-Man asked. The web slinger kept on his toes, his heart racing as quickly as it could go.

"Well, I'm going to have to correct that mistake," The Goblin said. He raised his hand up into the air and fire emitted from it.

Spider-Man had to pick his moment and do it wisely. The web slinger avoided the attack. The Goblin tried to fry the web slinger with a brutal attack in an attempt to take him out. Spider-Man dodged the Goblin's assault, avoiding being taken out.

"Come on, you can do it," Spider-Man said. He paused and added with a smile. "Actually, you really can't do it, but hope does spring eternally."

Spider-Man launched a dart into the side of the Green Goblin's neck. It caused him to wince when he stepped back.

For a brief second, Spider-Man thought that it worked. The Goblin's body was sizing up like all of the rest. Then something horrific happened.

"I think that I'm beyond that, Spider-Man."

The Goblin's voice deepened. He didn't know that was even possible. His body shifted and it wasn't for the better. His skin got even more ragged and rough when he shifted. His eyes bulged widely and he turned into an extremely awful creature. He dropped down to the ground, fangs retracting from his lower lip.

He didn't know that it was possible for the Goblin to get uglier than he was. Spider-Man found that he was proven wrong. Things had gone from bad to worse and had crossed worse all the way to completely and utterly awful.

* * *

Spider-Man didn't know when this plan went so south. He was on the headset with Chloe, trying to duck and dodge for his life.

"Okay, Miss 12th Level Intellect, perhaps you could explain something?" Spider-Man asked. "Exactly when did this plan go so wrong?"

"His DNA has evolved so greatly…it might not have affected him," Chloe rattled on. She was equal parts impressed and very much terrified. Actually she was completely terrified. She saw the Goblin swoop down on her friend and try to take him out. It was a pretty violent attack all things considered.

"Yes, of course it has," Spider-Man answered.

"It's actually rather interesting," Chloe continued. "The good news is that an antidote might not work on you or Gwen either….the bad news is….well we're not sure what it would do either of you, and how he's going to end up. We're going to have to let it burn out, I guess."

"Don't have time for that," Spider-Man said. He was playing a rousing little game of duck the spikes, the flames, and the flaming spikes. He thought that his day might not get any worse, but he pissed off the most evil god, Murphy, just by existing.

The web slinger crouched down to avoid the over-arching attacks the Goblin performed. He was about ready to be blasted straight to pieces, and be rearranged pretty much every single way, but the right way.

"Okay, need a new plan," Peter said. "And one that doesn't involve me getting burned to a crisp and mounted on the Goblin's wall like a trophy is a good one."

"Now that's an enticing idea!" the Green Goblin stated. He gave a wide toothy grin and Spider-Man sighed in response.

' _Oh, when will I learn never to get the psychopaths any ideas,'_ Peter thought. He avoided the wall of flames from obliterating him. He was getting sick and tired of dancing around. The web slinger's head was pounding across the back of his head. He felt a feeling of illness and vertigo which was pounding down over the back of his head. He shook his head, returning back to some semblance of sanity.

"Peter, do you think that you can get the Goblin to chase you to Time Square?" Kara popped in suddenly.

"Um, I think that I can do that, but why?" Peter asked her. He dodged the not so friendly fire from wiping him out once again. Each blast was driving him closer and closer to the edge of insanity.

"Because, we can't kill him obviously," Kara answered him. Peter blinked and nodded. "Therefore, the only alternative is to send him to the one prison in the universe where he can't escape."

"Oh that's a good plan," Spider-Man said. He dodged the Goblin's assault.

"Yeah, that's right, run like a coward!" The Goblin yelled. He towered over Spider-Man, his fangs baring down at him. He spat acid at the web slinger.

"Catch me if you can, Goblin!" Spider-Man yelled. He blasted a black miniature cannon ball of webbing into the back of Goblin's head. "Or are you too slow to catch one little Spider!"

The Green Goblin had been baited into the attack. Spider-Man really hoped that this plan worked. He could see the Goblin attempt to take him out.

"Boy, he's fast!" Spider-Man yelled. He realized that the antidote that didn't work might have given him super speed of some sort.

"And now we're going into uncharted territory," Gwen said. She was busy putting away some of the last Goblin drones elsewhere in the city. "Let's hope whatever Kara is planning to do works."

* * *

Kara waited. This was an insane plan and she wouldn't normally done it if the situation wasn't so desperate. For one thing, it opened a Pandora's Box, because if they dealt with one criminal like this, every single government agency on Earth would want this technology to deal with all of their criminals. And some of them had rather loose ethics on what a criminal was, and she feared that they would use it to get rid of some rather inconvenient people.

Not that didn't happen with the technology on other planets before, but that was beside the point.

There was also the very real fear that she didn't know exactly how the portals were going to open on Earth. It could end up bringing threats to Earth as much as delivering them.

Kara hitched in her breath. Humans had a saying because of situations like this. It was pretty much damned if you do, damned if you don't. And Kara knew that her back was up against the wall.

She saw Peter flying around the corner. He spiraled to the ground, landing at her feet. There was a crash when he landed on the ground.

Kara pulled him out of the way and used her heat vision to rip into the Goblin. She didn't hold back, blasting him with a full attack.

"That tickles!" The Goblin shouted at the top of his lungs. He raised his hands in the air.

Gwen dropped down out of nowhere, bringing a large piece of debris down on the back of the Goblin's head. It smacked off of his head with a solid crack, rattling him.

There was one thing that was for sure and that attack wouldn't hold him for long. Indeed, the Goblin was still on his feet and to say that he was pissed off would be the understatement to end all understatements.

"Don't you understand, I can't be killed, I can't be touched!" The Goblin howled at the top of his lungs. "I have you now!"

"Yeah, I hear you talking," Gwen answered. She shook her head and sighed extremely deeply. Her eyes shifted towards Kara. "Now is a good time as any."

Kara fiddled with the crystal. It was do or die. They had to get in close with the Goblin. It had worn out due to constant usage of it.

A flash of purple light engulfed the four of them. Gwen, Kara, Peter, and the Green Goblin were sucked into a void. It appeared that they were disappearing into utter nothingness.

The four of them dropped down onto the ground. Kara, Gwen, and Peter dropped down hard a ways away from the Goblin.

"Well, that wasn't exactly my plan," Kara said. She brushed her hair out of her face and gave a pointed sigh. "You see, my plan was to suck the Goblin into the Phantom Zone, and not the three of us into the Phantom Zone with him."

Gwen had a sense of uneasiness. Her powers weren't quite working as they should in this place.

"So, would it be a cliché to say that I didn't like this?" Peter asked.

Kara nodded up and down. "A cliché it might be, but it is accurate. This is a place where some of the most dangerous criminals in the universe are kept."

"Wonderful, I'm already loving it in here," Peter replied in an extremely biting voice. His heart slammed against his chest.

"It doesn't matter where on Earth it is, for you will be destroyed all the same!"

The Green Goblin's tone was extremely dangerous and he approached them. Kara lifted a huge piece of rock off of the ground. It was nearly mountain sized. She threw it up, allowing Peter to web onto it and hurl it with his spider strength.

The mountain was reduced to molten lava when the Goblin fired an attack at it. He kept stepping towards him.

Peter's spider sense hit red alert. There were some hideous looking wraiths that dove towards them with viciousness. Their claws extended towards them and they looked to attack them.

"This way, there's a way out, this way," Kara said. She practically pulled Gwen and Peter away.

The phantoms did not hold back from attacking certain people. The Green Goblin was one of those people that the Phantoms violently assaulted. They ripped through the zone with reckless abandon in their attempts to wipe out the heroes.

"Keep running, don't stop, don't look back," Kara said. She lead Gwen and Peter off into one direction. "People in here, well let's just say they might not take too kindly to my family."

"Why?" Gwen asked. She had a sense of dread, and there was honestly no spider sense needed with senses like this.

Kara chimed in. "Because my family was responsible for trapping half of them inside the Phantom Zone. My uncle seemed to make a sport of it. He was the second most brilliant mind on Krypton, after my mother, naturally."

"Yes, naturally," Peter agreed. He wasn't going to argue. "Just lead the way, and let's hope nothing follows us."

Gwen sighed. Why did Peter have to say something like that?

The young alien heroine rushed forward. Peter looked over his shoulder and he could see the Green Goblin flying at them like a bat out of hell.

"Get to the portal, I'll hold off the Goblin," Peter told them.

Kara and Gwen were about to protest, but it turned out that it would be foolish for them to do so. They scrambled to the portal, which left Spider-Man to throw down with the Green Goblin.

"It ends between the two of us!" The Green Goblin yelled at the top of his lungs. He raised his hands, but the flames flickered out and he couldn't even manage to get a fireball up.

"Feeling a bit impotent, Goblin?" Spider-Man asked. "This place, it messes with your powers. It wouldn't be a very good prison if it didn't, wouldn't it?"

The Green Goblin howled in agony. "I'm still strong enough to crush you with my bare hands."

Spider-Man waited for the Goblin to rush him. He honestly hated sounding like a cliché, but the moment of truth was at hand. The Goblin scrambled towards him, claws bared and his teeth gritted even more.

"Yes, you're going to crush me with your bare hands, really, get some new material, because all of the old ones are getting out of touch," Spider-Man said. He avoided the attacks from the Goblin and used his momentum against him.

It was an attack that Helena taught him to take down a far large opponent and it sent the Green Goblin hurling over the edge of a pit. He went crashing down into the abyss.

Peter could see the phantoms charge him. There was no way that he could have fought them all.

He felt some telekinetic charge grip him from behind and yank him through. A vortex appeared around them all.

Four flashes of light popped over New York City. Peter, Gwen, and Kara dropped down onto the city, like they had never left.

The crowd had seen Spider-Man, The Goblin Queen, and Flamebird drop down to the ground. There was a long pause and suddenly, everyone erupted into cheers at the defeat of the Green Goblin and his army.

"Are people cheering us?" Peter asked. He was so used to being branded as a threat and a menace, that is unsettling to have people cheer.

Kara clutched the Phantom Zone crystal in her hand. It was a good thing that it burned out, although she wondered what the consequences were for disposing of Osborn in such a way.

"Bask in the moment, I guess," Kara said. She smiled, when Peter pulled the two of them close to each other.

Spider-Man finally got some respect. Which was a relief because it got old after a while being the Dangerfield of super heroes.

Back in the Phantom Zone, the Green Goblin was down. He made his way over, with the phantoms trying to drag him down.

"Get off me, I'm the Green Goblin!" the Green Goblin howled. He felt himself revert to a less mutated form. He looked more or less like he did before he was woken up by his son. He could feel the force of the Phantom Zone devolve him.

He would get out of this place, there was no prison in the universe that could hold Norman Osborn.

"Who dares defy me?" The Green Goblin yelled. He momentarily broke free, before he was swarmed by countless Phantoms that were intend to rip him to shreds!

* * *

"So, after that happened…..Spider-Man has saved the day and…..well he had to do something right eventually, but perhaps we should give all of our gratitude towards Spider-Man," J. Jonah Jameson said. He looked like a three year old who had been force fed broccoli. "So, what adventures will New York's greatest hero go on to next? Only time will tell, but Daily Bugle Communications will be following that, and we should all thank Spider-Man, a real hero, who is not a threat or a menace, despite what we have printed in the past….we have been wrong….I was wrong. Captain George Stacy of the NYPD had this to say."

Jameson switched over to Captain Stacy's announcement. He leaned back into the chair and puffed on his cigar, with a sigh.

"There, are you happy now?" Jameson asked someone on the phone. "I didn't rip into the web head, and you better hold up your end of the deal."

A disguised voice laughed on the other end of the phone. "I wouldn't dream about posting those photos of you. And just when you think that your Hilterstache made you look the most ridiculous that gets pulled out of your closet."

"I'll keep reporting on Spider-Man, and I won't bash him too badly, and you better not have those photos get posted anywhere," Jameson said.

"I only expect you to be fair and balanced, Jameson," the garbled voice on the other end of the phone said. "Otherwise, you're going to see those photos all over social media."

"Blackmail, this is what it is….." Jameson stated.

"I prefer that this is leveling the playing field and ensuring fair and balanced journalism," the voice on the other end of the phone said, still completely garbled. "You do this, and you'll be the exclusive source for all things Spider-Man.

"Who do you think you are, anyway?" Jameson asked.

"Call me Oracle," she commented in a mysterious voice. "I have friends that will be keeping an eye on you, Jonah. Happy reporting."

Jameson shook his head. He couldn't really turn down a chance to have the exclusive on all things Spider-Man.

Captain George Stacy was in the midst of talking to the people. "At first when Spider-Man showed up, I didn't know what to believe. There was someone out there who was dressed up in a costume and taking the law into his own hands. I believe though over the past two years, his track record speaks for himself. Spider-Man is the hero that this city needs, even if he's not one who appreciates it. I hope that the rest of the NYPD joins me in putting our full support towards Spider-Man and if he ever needs our help, we will happily pay back the many favors that he's done to us."

There was a loud round of applause and many cheers for Spider-Man.

"Jean DeWolff, one of our top officers, has been promoted to the head of the Special Crimes Unit, who may be working more directly with Spider-Man as escalating threats appear in New York City," Captain Stacy said. "We hope that Spider-Man is enjoying a well-deserved rest after saying the city, and whoever he is out there underneath that mask, we cannot thank him enough. For, despite our earlier misunderstandings, he is a true hero."

There was a loud round of applause. They looked up and saw Spider-Man standing above. He waved towards them and swung off into the distance.

There would be many adventures in the not so distant future, and Spider-Man knew that better than anyone else. He knew that the calmer the calm was, the bigger the storm that was going to transpire afterwards.

There would be more adventures on another day. With the Green Goblin finished, Spider-Man could breathe a bit more easily, at least for now.

**To Be Continued This September.**

* * *

**So, there will be more beyond Chapter 52. At least 23 more chapters, which shall bring us up to a round seventy five chapters, that decision was actually made when this chapter was finished back on March 21** **st** **, 2015 and even then, it wasn't final until you're reading this. But I wanted to keep it under my hat, just in case. So the fall season will be starting sometime this September.** **That's just the way the schedule has to work out. Given that it was a rather long shot, that I would want to go beyond 52. Guess we're getting to a round 75 at least.  
**

**Whether it goes beyond that, well...can't really say. We'll see what happens when we cross that bridge.**


	53. Crime Wave Part One

**Chapter Fifty-Three: Crime Wave Part One.**

* * *

 

Seven years ago, a pair of limos pulled out to the water front. A withered looking old man with silver hair exited the limo. He stepped forward and edged forward, leaning on his walking stick. His name was Silvio Manfredi, but he was better known on the criminal underworld as Silverman. A rather large and imposing blond gentleman followed behind him, along with his personal assistant, a young attractive red haired woman. He had his gang of goons, but he backed off.

A third limo pulled up, this one was king sized. The limo door opened up and a large white man. At first glance, he looked to be a fat individual, but it was well known in the criminal underworld he transformed his bulk into solid muscle.

"Mr. Manfredi," he said. He extended one large hand forward for him to shake it.

"Mr. Fisk," he responded. The two men exchanged a nod with each other "The Big Man is no more."

"Yes, I'm sure a relief to both of us, and his depature leaves the seat for the commission open for the taking," Fisk said. "There is still the problem with the Russian Mafia getting into their territory, and Maggia is always a concern."

"It's time for someone with a bit more experience to take control of the city," Silvermane said in a rough voice.

"You've been running the south end for over forty years, and you've done it well, haven't you?" Fisk asked. He frowned when he looked at him. "But, don't you think the Commission is looking for someone who is more durable to run the city."

Silvermane looked towards Fisk. The man didn't have too much respect. He was a glorified thug, a leg breaker, what have you. He didn't have the sophistication Silvermane had during his time. He worked his way up, gaining territory. The Big Man pushed him out, but thanks to some skill and ability, he was able to get pushed back in.

"Watch yourself Fisk, I've seen people come and people go," Silvermane said.

"I wasn't threatening you, my friend," Fisk said. "And I believe we have something to exchange as well. Consider it an act of good faith."

Fisk held up a large briefcase full of money and Silvermane looked at it, greedy dancing through his eyes. He took it and he whistled. Two of his men lifted a large crate from the back of a truck. It had been sitting here for several days.

The crate opened to reveal several vials of a mysterious chemical. It glistened in the light. Fisk eyed it with interest.

"When I call upon you, you go beyond the call of duty," Fisk said. "It's perfect."

"I don't know why you want the junk anyway," Silvermane said.

His personal assistant dropped her hair pin to the ground. Suddenly, there were the clicks of several guns and several uniformed officers showed up.

"Everyone, drop your weapons!" one of them yelled. "No one move."

A young undercover police officer by the name of Jean DeWolff disguised herself as Silvermane's personal assistant. They planned this sting for weeks.

The fact they got Wilson Fisk, a man who they had been interested in nabbing for some time, had been an interesting bonus. Fisk was a leg breaker and a would be criminal kingpin.

Both sides started to fire at each other suddenly. There were loud screams and they were accusing the other side of betrayal. Whether or not either side was correct didn't matter.

Fisk made his way behind the vehicle and went for cover. Some of the bullets hit the case.

Chemicals leaked out into the water off the docks. It bubbled there. Jean DeWolff dodged one of the goons and knocked him out.

The large blond mobster scooped up Silvermane and tried to get him out of there. He half dragged him to the nearest limo. "Boss, we've been duped."

"Just get me in there!" Silvermane howled. A bullet barely missed striking him. "Bench, make sure they don't get me!"

Bench turned around and he stepped on the chemical spell. It stuck to his shoe, oozing. He pulled out a gun and started to shoot back at the cops.

Fisk and his men were already in handcuffs and Morrie Bench was going to join them. He took a step back when his bitch of a personal assistant made her way towards him.

He slipped and lost his balance. He fell off of the docks into the water.

A blood curdling scream echoed and Bench felt his skin become on fire. The cops made their way over to the side and watched in horror when Bench looked to be melting right before their very eyes.

"Stand back, this stuff will get you too," the senior member of the sting operation said. He frowned when he could see Bench's hand appear briefly, before slipping.

"We better call the lab boys in for this one," another cop said. The mob enforcer was down for the count, apparently melting within the water.

* * *

 

Seven long years have passed since the fiasco on the docks. Jean DeWolff was on the scene of a baffling crime and she thought about all happened. Silvermane was in prison, where he would live the last years of his life.

Wilson Fisk, on the other hand, got out of the entire mess, smelling like a rose. He served a year in prison, granted, but he was reformed. He paid for the college funds of the children of several city and state officials, so it was obvious they knew where their bread was buttered.

Officer DeWolff sighed and she focused on the situation. She was standing in the middle of a dripping carpet, which was making things even more insane. The manager of the jewelry store paced back and forth.

"I swear, only three people had the access codes to the vault, myself, my senior vice president, and the vice manager," the manager said. "None of us would have robbed the vault."

DeWolff took one look at the bank vault and she frowned. Curious, curious indeed.

She leaned forward and wanted to verify something. She did so in a matter of moments, there was not a single finger print on the vault. made these matters extremely suspicious to be honest.

"And none of the electronics in this place work at all," Jean said. She could see the security camera not working above.

"Well them not working, it might have to do with the extensive water damage."

Jean turned around in time to see Spider-Man lower himself to the ceiling. The manager clapped his hands together and looked excited.

"Oh, thank heavens, you're here, Spider-Man, now we can finally get to the bottom of this!"

Spider-Man had to admit it was still pretty jarring to be appreciated so much. Defeating the Green Goblin six months ago had got him a lot of good will. Jameson had found it in his best interest to back off. He was decidedly neutral in his Spider-Man coverage.

The good thing about the world is there was plenty more insanity for Jameson to rant about, so there were no shortage of topics to say the very least. So, Peter wasn't too sorry for him suffering by being deprived of his favorite topic.

"Let's see what we've got here," Spider-Man said. "You can't open the vault door, in any way?"

"No, Spider-Man, it's opened electronically," the manager informed him. "I tried to put the codes in, but nothing is working."

"So, how's your insurance?" Spider-Man asked.

"Some of the best in the business," the manager said proudly. He looked at the web slinger. "Take it down in any way you can."

Spider-Man decided the manager's permission would give him the license to kick the door down. He kicked it twice and on the third time the solid door bent enough for him to pry it open.

He stepped into the bank vault and he stepped knee deep into water. He looked around and looked around.

"So, the robbers found a way in, and flooded the vault?" Jean asked him.

The web slinger was completely baffled. He hated to be the type of person who rambled on about how something didn't make any sense. But, if he was perfectly honest, this entire situation didn't make any sense whatsoever.

He saw several gems sitting on the edge of the grate. "Cross reference for any crimes with a similar baffling pattern."

"Right," Kitty piped on. She was happy to get to do something, finally. Chloe or Gwen normally played the mission support role. She suffered a fairly unfortunate injury during a previous mission with the X-Men put her on the shelf. Not to mention embarrassing, but Kitty didn't want to go into details. "Well….there's one in Florida, then there's one in North and South Carolina….Virginia….seems like whoever is doing this, is working their way up."

Peter thought as much. He turned to Officer DeWolff, who responded with a frown.

"I don't understand," DeWolff said. "Are we dealing with some kind of mutant or something?"

"Something," Spider-Man agreed. "If this person can control water though, he could be hard to nail down."

He thought about it and took a sample of the water. It bubbled, almost like it protested being caged.

"Really, really curious," Peter muttered.

Jean frowned. She almost hated to ask this, but at the same time, she had no real choice. "I'm almost afraid to ask, but what's curious?"

"It's almost like the water itself is taking a life of its own," Spider-Man said. "I'm not sure, I'm going to have to take a closer look. I'll get in touch with you."

"I'll see if I can find anything on my end as well," DeWolff said. She appreciated how much easier the lives of the NYPD were when they worked with Spider-Man and not against him. He could cross over some lines they couldn't. As long as he didn't cross too far over them, she didn't have a problem.

* * *

 

Helena Wayne had beach front property, because of course she did. And it had a crime lab, because it was Helena Wayne.

Peter found himself busy at work. It was one of last weeks before Peter started another year at Empire State University. Mary Jane and Liz would finally be leaving the wonderful world of high school and joining them. Kitty had another year. Normally she would have two, but she was skipped forward a grade.

"You know, you've been staring at that for an hour."

Gwen popped up at the door. She was dressed in a nice black bikini and it looked like she did some serious tanning on the beach. She walked over and Kara joined her, along with Jessica. Kara was wearing a nice red bikini and Jessica had a green version which matched her eyes. The toned bodies of the girls were on full display.

"You have hot girls in bikinis, and you're staring at a blob of water?" Kara asked. "Are you sure something didn't get knocked loose during your last fight with Rhino?"

Peter opened his mouth and Kara placed her hand on his shoulder. It was Jessica who spoke. "We admire your dedication though."

"Did all the staring actually get you anywhere, though?" Gwen asked.

"There are similar chemical compositions in this water blob were in the samples we took from Sandman and studied when we encountered him," Peter said. The girls all nodded, they involved. "Only the chemicals appear to be different…..and based off of water. And mixed with….well whatever the hell is in the sea."

"There are things it's best not to think about," Gwen said. She brushed a lock of hair away from her face and chewed on her lip.

"So, in other words, either there's a sentient water monster, or someone has hydrokinetic powers," Peter said. He looked at the three of them. "Guess, I can't really do much more. The living cells in the water are getting weaker by the moment, and it's not like I can trace them."

"But you thought about tracing them, didn't you?" Kara asked him.

"Yes, I thought about tracing whoever was behind this," Peter said. "And for the record, I was almost done there, I'll be cleaning up."

"Good, because we are technically supposed to be on vacation," Gwen said. "I'm sure crime does take a holiday ever so often, you know."

She leaned forward and gave Peter a slight kiss on the lips. She pulled away from him.

Peter packed up what he was working on. This was a dead end. The other reports didn't yield anything.

"Police are baffled, by the sudden disappearance of STAR Labs scientist, Caitlin Snow, who vanished without a trace. Eye witnesses state she left from work, but never made it home. There was no signs of a struggle and no evidence of foul play at this time. This is the fourth mysterious disappearance of a scientist with the similar circumstances in the past three months."

Peter heard about this, along with the other disappearances of scientists. When he mentioned this to Chloe, she mentioned this was a matter SHIELD had people looking into. Chloe seemed as perturbed as Peter did with this though and if Fury knew anything, he sure wasn't speaking up.

Come to think about it, Peter hadn't heard from Fury since the defeat of the Goblin. He was out there, one thing Peter could bank on.

Peter walked outside and he heard a voice. "Oh, Peter, do you think you can get my back, I think I missed a spot?"

Liz Allan's extremely tantalizing voice beckoned him . He could see her sprawled out on the beach. Peter took the suntan lotion and cupped it on his hand. He gently ran it down Liz's back.

"Oh yeah, a really good spot," Liz cooed when he worked the lotion into her back. "I like it, just like ."

He smiled and ran his hands over her, cupping her hips. The white bikini she wore contrasted with her dark skin.

"Hey, give me some of the action," Kara said.

"Do you really need suntan lotion?" Gwen asked her.

"No, but, I do need Peter's sticky fingers feeling all over my body," Kara said. She looked over her shoulder with a cheeky grin on her face.

Jessica looked up and she frowned.

"Don't worry, Jess, I'll get to you in a minute," Peter told her.

"No, there's something, I…."

No sooner did Peter hear her words, his spider sense went off completely. He lifted Mary Jane and Liz off of the ground and passed them off to Kara, who got them out of there quickly as possible. Jessica, Peter, and Gwen stood and eyed a rather large tidal wave lifted up over the sea and crashed down to the ground.

A fully formed man appeared. Chloe, who had just shown up to join them, stood behind them. Her brainy SHIELD agent looked at him. She got a scan of his face.

The man walked over and disappeared through a sewer vent.

"Okay, talk strange," Gwen muttered. They saw a man made of water.

"So, I guess he solves your problem, doesn't it?" Kara asked.

Peter nodded, it sure did. Things were going to get really intense in a hurry.

* * *

 

"Morrie Bench," Chloe piped in.

Spider-Man was swinging on the webs, on his way to where he thought his mysterious water bending perp would strike next. He nearly stopped short in mid air.

"Is Morrie Bench supposed to be a name I should know?" Peter asked.

"He was a low level mob hitman for Silvermane's mob," Chloe explained. "Seven years ago, there was a sting operation, a partially botched one. Chemicals found their way into the water and Bench fell into them. Because, you know falling into random always ends well."

Peter frowned. He knew all too well how bad anything involving chemicals ended.

"I'm confused, why would he return after all of this time?" Kara asked.

"Maybe it took him tis long to figure out how to pull himself together or use his powers," Chloe suggested. "Are you sure he's going to be here? I mean, I know it's one of six possible locations I pulled up, but it's a pretty big shot in the dark."

"Shot in the dark is the best shot we have right now," Spider-Man said. He stuck to the wall and climbed inside. "This processing plant is owned by Wilson Fisk, isn't it?"

"Yes, and Bench must have a mad on for him," Chloe said. She recalled something instantly. "And one of the cops in the sting operation was Jean DeWolff, when she was just a wet behind the ears rookie."

Peter was intrigued by this even more. The plot was thickening by the moment. He climbed inside.

"What are they processing here, anyway?" Peter asked her.

Chloe sounded grim when she spoke. "Bottled water."

seemed to be just about right. It went without saying Peter needed to play this one carefully. He walked down the aisles. Shelves and shelves of bottled water was as far as the eye could see.

He could see a large vault. His curiosity rose. He didn't mean his curiosity to rise, but a crime lord like the Kingpin might be keeping something rather valuable down there.

He passed a faucet, and it started to drip. The dripping didn't catch Peter's attention straight away.

At least until the dripping set off his spider sense. The sink cracked and a large hand reached out of the sink, smacking him in the face.

The water bottles started firing like corks in the air, spraying Peter. He dodged the attacks and rolled forward. The full form of Morrie Bench appeared. He turned from clear like water and gained color. "So, if it isn't Spider-Man. I was wondering when I'd run into you."

"We haven't met, have we?" Spider-Man asked.

Spider-Man wouldn't forget a face, especially one was ugly.

"It's the first time we've met," Bench said. "But, I've heard a great deal about you, and how you're some kind of do-gooder. And I don't like you already."

"Ah, you'd like me, if you'd get to know me," Spider-Man said. He fired webbing at his enemy.

"Somehow I doubt it!" Bench said. He twisted his arms into miniature vortexes of water and he smashed them into Spider-Man. He was sent flying down onto the ground and landed hard onto the ground.

"Okay, Bench, you've asked for it, this time," Spider-Man said. He webbed up a bucket and jumped into the air.

"You're going to defeat me with a bucket?" Bench asked.

Spider-Man jammed the bucket over the head of the former mob enforcer. It trapped him underneath it and he grumbled when he tried to get out.

"Oh, really, the big weakness of the water based villain is a bucket!" Spider-Man yelled. There was a bubbling sound which came from the ground. "Yeah, too easy."

The floor drain next to him shot a blast of water and knocked Spider-Man loose from the bucket. The bucket rolled over and Bench got to his feet. He created a hard water hammer with one of his arms and swung at it Spider-Man. He dodged it and smashed the shelves on the backswing.

Peter flipped onto his feet and dodged water tendrils. "You and Sandman should get together sometime."

The tendrils slammed down onto the ground and the water bottles continued to shoot him like corks. He dodged them frantically, also while avoiding being made an extra in a hentai.

Spider-Man saw a water heater behind him and he had an idea. And it was a better idea than the bucket thing.

"Come on, Bench, take your best shot!" Spider-Man yelled. He dodged out of the way at the last second.

The water heater smashed and released steam into the air. It staggered Bench back. He was too busy holding himself together. Bench's struggle allowed Spider-Man to nail him with a series of punches, knocking him down.

"No, no, no!" Bench howled at the top of his lungs. He closed his eyes.

Bench's next action triggered his spider sense. Spider-Man could see the sprinkler systems rattle. He reached his hands up to web them shut, only to see the sprinklers break open and nail him extremely hard in the face.

Bench decided to leave now and he went down the drain. Not before Spider-Man slipped a tracer device on him, just when he slipped down the drain. He saw someone turn off the sprinklers. He turned around and saw Jean DeWolff standing there.

"Are you okay?" the officer asked. She extended her hand and helped Spider-Man up.

"It's Morrie Bench," Spider-Man told her. DeWolff looked at him skeptically. "I know, a pretty wide longshot, but he survived what happened to him."

"He slipped and fell into the water, after it had been contaminated by chemicals," DeWolff said. "It was a hazard for weeks, and several people who drank the water from area got sick."

"How sick?" Peter asked. He could tell by Jean's tone already the prognosis wasn't really good.

"They all died within months," Jean informed him grimly. He whistled. "Seven years, and he's back."

"Not for long," Spider-Man said. He had to figure out how he can defeat someone was made out of water and could control it. He had a few ideas, but the problem was getting Bench in position.

* * *

 

The second generation spider tracer Peter created, with generous assistance from Kara and Alura, was functioning to perfection. It was practically microscopic, made out of the best nano-technology possible.

The web slinger crawled on the roof of the tunnel. The spider-empowered hero had a feeling he was getting rather close.

After his last encounter with Bench, he might not be as held together as he would have liked to be. Therefore, it would be time to strike and strike hard.

Bench was heading towards the direction of the water works. The water works was a perfect place for him to reconstruct himself. Spider-Man just had to keep on top of him, but he was in pretty good shape. He knew of a short cut and all he needed to do was get around it.

It was too quiet to be honest. The web slinger turned his head to the left side and slipped down the tunnel.

Bench stopped her. He wanted to know why. A dusty lock prevented Spider-Man from going any further. It was the old school kind, so hacking it would be a bit of a problem. He would just have to break it the old school way.

He smashed the door. He entered a room and he could feel the cold air. He stepped in a puddle of water which triggered his spider sense.

Peter tried to jump, but found the water freeze around his foot. He tried to remove it, but the water crept up from the frozen block of eye, forming a cage around him. The web slinger gasped when he tried to get out, but he couldn't. He was stuck, without anywhere to go.

"Well, well, well, Spider-Man, it looks like I've got you now!"

He was trapped in a dome of water, which was a bad thing. It got even worse when he went face to face with Morrie Bench. Bench looked at him like he captured the top prize at the fair.

Spider-Man raised his hand and he punched the water dome Bench captured him in. All he had to do was strike at the right angle.

"You're trapped, without anywhere to go," Bench said. "I've got you now, web slinger."

Spider-Man kicked and punched his way through. One of the times he hit the water, he recoiled in horror. His hand was burned and his suit protested at the contact.

"One of the things you learn when you get powers, when you get turned into a freak, is how to adapt," Bench said. "And you better believe I'm adapting, I'm adapting perfectly."

Bench closed his eyes and the water around Spider-Man started to bubble and then it started to boil.

It was getting really hot in there and Bench had figured out how to boil water with his powers.

' _Well, at least I should be thankful he hasn't learned to control the body fluids in someone's body and slowly kill them by dehydration,'_ Spider-Man thought. He felt faint and light headed. The ice his feet were in began to melt, the fat lot of good would do. _'Not this is any better.'_

Bench watched the slow boiling of Spider-Man. He would gain his revenge on Silvermane, Fisk, and the bitch of a cop next, but the web slinger was a danger. The sinister individual who helped put him back together and taught him his powers told him much.

* * *

**To Be Continued on 9/20/2015.**


	54. Crime Wave Part Two

**Chapter Fifty-Four: Crime Wave Part Two.**

* * *

Officer Jean DeWolff decided to conduct her own investigation. It was hard to believe something from seven years ago was returning back to haunt her. It just went to show you the past could come back and haunt you in the worst possible way.

The officer thought she hit a dead end tunnel. Then she stopped and frowned. There was the sound of running water on the outside. She had got enough keen instincts being a cop to understand when something was not on the level.

She gripped on a heavy handle and pushed the door open. She entered the room and showed up just in time to see Spider-Man trapped inside what appeared to be a water tube. And what was worse, was it appeared to be boiling him. She heard the agony, and it was one of the most gruesome things she ever encountered.

"Hang on," Jean said. She charged forward, to try to break him out.

The water rose in the air and it formed a barrier in front of her. She turned around and saw the face of Morrie Bench.

"Well, if it isn't the rookie cop who pushed me in the water," Bench said. He looked at her with disgust. "I see you've moved up in the world. You're the head of the Spider-Man fanclub at the NYPD aren't you? Well, I'll show you how powerful I am."

DeWolff drew her side arm, but then she realized doing so would be foolish. There was no way she could shoot water. A large arm shot out and a hand gripped her, pinning her against the wall hard.

Spider-Man realized his goose was cooked literally. His electronic equipment was not working as much as he planned. He tried to figure out what he was doing.

"Let her go!" Spider-Man yelled. He dropped to his knees and breathed. He could feel the pain and it appeared the boiling water closed in to crush him.

The ceiling above them was blasted and Spider-Man felt himself fall to the ground. The fact the cool air rushed around his body showed one thing. He was free from the cage and he couldn't believe it.

' _Finally, got out of there,'_ Spider-Man thought. His body ached and the web slinger dripped with sweat. _'Why do I feel like my clothes are going to be a lot lighter from now on?'_

Jessica was on top of Bench and she nailed him with a venom blast. It looked like he had an extraordinary amount of trouble trying to hold himself together, and Jessica lifted her hand again, nailing him with another intense venom blast.

Bench screamed in pain and Kara was there. She already got Jean out of the way. Her lips pursed and she blew at Bench's body.

The cold air caused his water body to freeze. Kara smiled when she saw her handiwork there. She lifted her fist and punched the ice, causing several ice cubes containing Bench to fall down onto the ground.

"You know, I really hate crushed ice," Jessica said. She reached forward and helped Peter up. "Are you okay?"

"Yeah, I got water in my ear, and….I think I accidentally swallowed a part of a super villain," Peter said. What Peter said caused Kara's nose to curl up. "I know, sounds bad, doesn't…."

No matter how bad what Peter said sounded, he couldn't dwell on what occurred for more than a couple of seconds. His spider sense assaulted the back of his head.

Several ice cubes shot at him at the speed of light. Peter avoided the ice cubes before it took him out.

' _Of course, frozen water is still water, and he can still control it,'_ Peter thought.

Kara used heat vision to take out the cubes one at a time. Jessica stood by her side and took it out with her venom blasts.

The battered form of Bench made his way down the drain below. Peter tried to catch him, but found to be just as futile as anything else he tried during this entire adventure.

Kara threw her hands up into the air and looked rather agitated.

"I really thought freezing and smashing him would work!"

"Good idea in theory, but not so much in practice," he said. The web slinger put his hand underneath his chin and pondered.

Bench didn't seem like the brightest bulb in the box. A statement which might have been an understatement, but he found much to be true. He was somehow able to get control of some very dangerous powers.

Powers, Spider-Man reminded himself, powers could be even more dangerous in the hands of people who knew what they were doing.

Peter closed his eyes. He really hoped the tracer was active. Something told him though Bench wasn't going to sulk back into the sewers. He was going to regroup and take the fight back to him.

Let him do it, see what happened.

* * *

Spider-Man was on the chase for Morrie Bench. He swung on the webs far, with Kara right behind him. Jessica took the ground patrol and Chloe was on mission support.

"Good thing the tracking device didn't get damaged," Chloe replied.

"Well my mother made it," Kara said. "And I helped….a little bit."

"More than a little bit, I think," Peter said. was beside the point though. They needed to find Bench. "He's heading for the park, isn't he?"

"If you mean the one with the big gigantic fountain, than yes he is," Chloe informed him. "I think if you go around to fifth, you might be able to cut him off."

No tracking device was precise, but this one was pretty good. It allowed Peter to maneuver into position when he kept swinging quickly.

His spider sense went off and he turned in time to see a fire hydrant rumbling. A hand shot out of it and punched Spider-Man in the chest. He landed on his back and hit the ground hard.

The web slinger felt like he got the wind knocked out of him. A sewer manhole launched off. Spider-Man dodged it and it slammed into the street with a large smack.

Spider-Man pulled himself up and he could see Bench's blue blur of a form shoot himself into the park fountain.

Bench going near even more body wasn't good at all. His spider sense started to sing, really badly. Spider-Man thought his head was going to split open from how loud it was getting.

Then he saw the large water monster. He was about ten foot tall and he started to laugh.

"I'm going to drown you and this entire city!" Bench yelled. He raised his hand and slammed a large gusher of water down at Spider-Man . The web slinger tucked his head and rolled out of the way just in the nick of time.

"Yeah, you're well on your way of being something else," Spider-Man said. He shot his web lines through Bench's body.

He didn't know why in the world he thought it would work. The web slinger dodged his attacks, and found Bench was getting more powerful, the more water he absorbed.

"With this power, I don't have to worry about entire cities!" Bench howled. "The entire world is my oyster and soon everyone will bow down before Hydro-Man!"

"Hydrant Man?" Spider-Man asked. He wasn't sure if he heard him right on account to having water in his ear. "Well, you've got fans among the dog population of the world, I'll give you as much."

HYDRO-Man raised his arms and gave a loud roar. He slammed his arms onto the ground and tried to crush Spider-Man.

' _Okay, Spider-Man, think,'_ he thought to himself. He watched Bench's attempts to try and flood the city for reasons of being a criminal.

With Kara and Jessica dealing with civilians, he could focus on trouncing the bad guy. The only problem is he needed to figure out a way to do so.

He swung over a sandbox and he saw Bench's foot slam down onto him. The criminal's foot solidified, with the sand mixing into him. It created a mud luck mixture stuck to the ground.

"Not bad, maybe I should have brought Sandman along for this mission," Spider-Man said. He started kicking Bench in the foot.

He howled in response and tried to pull his foot up. He was clunky.

' _Well, that gives me an idea,'_ Spider-Man thought to himself. He swung off to one end. He really hoped he could make this one work.

The web slinger motioned for his adversary to come over. Perhaps he could make this work.

Bench followed him into construction area. Spider-Man swung onto one of the beams and launched it at Bench.

It nailed him right in the foot and the beam was dragging on the ground. He stepped forward. "You'll pay for what you'd done, Spider-Man!"

"Oh really?" Spider-Man asked. "Would you take a check? I'm a little strapped for cash right now."

He shot webbing against the beam and yanked it. It caused Hydro Man to fall down into a giant pit, where there was plenty of dirt.

The water got intermingled with the dirt, and caused a mud bath to be created. Spider-Man swung back.

"Not too bad, but I think we can do better," Spider-Man commented. He reached behind him, shooting a web line. He yanked the lever for the cement mixer.

Bench looked up and he could see the cement pouring down. It mixed with the water and caused him to solidify into a statue.

The web slinger stepped back and saw Bench secured, frozen in time. He was a statue and he was not about to escape any time soon.

Jean DeWolff arrived at the edge just in time. She frowned. "Better call it in."

* * *

Morrie Bench was kept in a specially secured cell at the Ravencroft Institute for the Mentally Disabled. It was funded by Wayne Enterprises.

A gorgeous dark haired woman in her early twenties frowned and held a pen. She made a note. Bench, now liberated, twisted into a scowl and he slammed up against the containment unit. He had been blocked off from all moisture, only allowed enough to survive.

"Doctor Kafka, what is your prognosis on the patient?"

Doctor Ashley Kafka turned around and she saw the chief doctor. He was someone who was here for a long time. In fact, his grandfather founded this very facility.

"With time and resources, there might be a cure found for him, Doctor Ravencroft. Only when he is cured of his mutation, he will be able to be placed under therapy."

"Make sure to keep monitoring him until day arrives," the doctor said. "I trust you understand the type of care these…high level patients need. All of them are in here, because of Spider-Man. He's the common topic of interest comes up every time we have an interview with them."

Ashley frowned. "They also have issues before Spider-Man came into their life. Mr. Bench was a mob hitman long before Spider-Man even came into the scene."

"Yes, but he is an interesting subject and a catalyst," Ravencroft told her. "Doctor Hamilton in particular is chomping at the bit to study Spider-Man and see what makes him tick. What attracts many women into his web."

Ashley had to admit she held on a bit of curiosity to Spider-Man, a very professional curiosity granted.

"I'll be heading home," Ravencroft said.

"I will as well, once I make my rounds," Ashley said. "Good night, Doctor Ravencroft."

"Good night, Doctor Kafka, drive safely."

Ashley turned around and could see Spider-Man standing at the edge of the hallway. She approached him, and she was surprised to see him, especially at this time of the night.

"Doctor Kafka," Spider-Man said.

The woman stepped back, adjusting to the sight of Spider-Man turning up before her.

"Spider-Man, we were just….talking about you," Ashley said. She frowned when she looked at him. "Nothing bad….but there have been a lot of people who are curious about you."

"I know, but ….not why I'm here," Spider-Man said. "I'm here to talk about a transfer you made out of Ravencroft….regarding a high risk prisoner. Someone who would be up for the death penalty if he didn't get declared criminally insane."

"I'm…..well I'm not sure if I can tell you, you know doctor-patient confidentiality issues," Ashley said. She hated not helping Spider-Man, but she had an oath and she was going to take it extremely seriously.

"I understand, but….Cletus Kassady," Spider-Man said. Ashley frowned. It was obvious she was rather uncomfortable with this. "The name rings a bell, doesn't it?"

"Cletus was a rather troubled patient," Ashley said.

"He killed twenty five people, mostly women and children, before he was brought to justice," Spider-Man said. Spider-Man should know, he was the one who took him down. He didn't want to argue with the good doctor. "And he got transferred out of Ravencroft."

"He got transferred out, the management thought he wasn't a good fit, and he….hurt the other patients when he was left unsupervised," Ashley said.

She was his doctor for about six months and it was a six month experience she would never forget. His previous doctor left a shaken mess and offered his sympathies when Ashley took over.

She recalled his words of warning. He never believed in true evil, but when he looked into those eyes, he saw true evil.

"I can't offer you much information, mostly because I don't know," Ashley said. "I wasn't informed I was off working with him, until he was gone."

Ashley walked over towards her office and Spider-Man followed her. She needed to get her things before she left for the time.

"I'm sorry I couldn't help you," Ashley said. She looked at him and could see from his body language he was agitated about something. "You've seemed rather out of it lately…..do you want to talk about it?"

"Just have a lot on my mind," Spider-Man said.

"Well, if you want to talk to anyone, my office door is open…..I know you're not a patient, but we can make arrangements," Ashley said. He looked at her. "I'm interested in seeing what makes, you, you….."

"You know, there are far easier ways to get me on your couch," Spider-Man said.

Ashley shook her head in response. She tried to disregard his obvious attempts to flirt, but the young doctor smiled.

"Well, just think about it….maybe we can go out for coffee, at least. We've been having these late night meetings, and….I' m concerned as a doctor you're taking them much too seriously."

She took a moment to gather up her things and she shook her head. She wondered what gotten into her. Ashley prided herself on being a professional and here she was, hitting on Spider-Man. Who was gone, he pulled a disappearing act. But given security was making their rounds, perhaps it was for the best. Technically, he wasn't permitted to be on the premises, so these late night meetings could get her in jobber.

"Great, you scared him off, good one, Kafka," she murmured underneath her breath. She decided to lock up for the night.

She passed the night security guard and issued a rather casual goodbye. The scene was rather dark tonight. Ashley opened her car door and suddenly, she felt dizzied. It felt like something cracked her in the back of the head. She dropped to her knees.

"You got her, Vertigo."

"I don't know what Doctor Essex wants for her. She doesn't have the meta gene, does she?'

"I learn not to question him, just follow his orders. He mentioned needing a therapist to help him….work through the kinks. And we have one now."

* * *

Amanda Waller sat in her office. She spoke on the phone, sounding very heated as she did.

"There are several scientists who had been on the watch list and they've disappeared….I want to know why. Keep me updated. If it's Essex behind this, then we'll deal with him."

She hung up the phone. Waller hated when things spiraled out of her control. During the entire Goblin fiasco, ARGUS had been devastated. She learned Nick Fury had been running SHIELD despite it being an outlaw group. She didn't have the final piece of proof to tie it together though.

Fury disappeared yet again. If Fury's disappearance didn't cause Waller to have flashbacks to her marriage, she didn't know what did. Fury wasn't around half of the time and the other half of the time where he was around, it wasn't good news.

She shifted her focus to the other problem, the Avengers. Tony Stark had been a royal pain in her ass and he was getting worse now he had his Avengers to back him up. There was a part of Waller respected the other Avengers, even though she thought they were misguided.

The world needed checks and balances and she needed a team to counteract the Avengers, in case they went rogue and they would go rogue. The only problem was she needed people who were both powerful and expendable.

There was a knock on her door. Waller cleared her throat. "Come in."

The door opened and a woman entered the office. She was an extremely gorgeous woman with blonde hair. She was dressed in a professional business suit, with glasses and her hair tied back. She looked like a doctor.

If one looked closer, there was something fairly unsettling about her demeanor. She sat down in front of Waller.

"Amanda Waller, I have to say, it's an honor to see you in the flesh at last," the woman said. "But why?"

"I'm creating a contingency plan in case the Avengers go rogue, and other heroes….are a concern," Waller said.

"Spider-Man?" she asked.

"Yes, Spider-Man is among the top of the list of concerns I have, but Stark and his Avengers are what this project is geared towards," Waller said. "I'm recruiting people who I think would be a good fit to a team. And I knew you and your skills would make you a perfect fit."

The woman was curious, even more so, when Waller placed down a folder in front of her. The woman picked up the folder and thumbed through it.

"You do realize I had been fired from Arkham Asylum because my methods were considered to be too radical for them," the woman said.

"Yes, among the other more reputable places you were let go from," Waller said.

"One could argue you should be the one who should be up for therapy for enlisting the help of a woman who Arkham didn't even want to touch, instead of….." the woman said. She frowned. "Cletus Kassady? Well interesting."

"Not my first choice for this team," Waller said. "But the person backing me made a strong decision, and it's hard to tell Mr. Luthor no."

"Are you sure about this?" the woman asked. "I should point out I was discharged from Arkham. A place where the staff of today becomes the patients of tomorrow. And Kassady…why not go all out and track down the clown?"

Waller grimaced. She'd rather put a bullet in her head than even willingly work with the Joker. Thankfully, Luthor agreed he was too unstable and didn't suggest it.

"If you don't want to be a part of this, all you have to do is ask," Waller said. "But, I need a qualified doctor to help….keep my patients on track and you're the best person for the job."

"Well, thank you," the woman informed her. "And I guess I can work with you, with your little Suicide Squad."

"its official designation is Project Thunderbolt," Waller said..

"Well, you're sending people up against the likes of Thor and Hulk if they go rogue, so Suicide Squad seems like a good enough designation as any," the woman said. "So, where do I sign on the dotted line?"

"Here," Waller said. The woman's hand pointed to the paper. She smiled and shook the woman's hand. "Doctor Karla Sofen, welcome to the Thunderbolt Initiative."

* * *

A dark haired woman felt rather disoriented. She was in a cell and didn't know how much time had passed since the moment she was put inside the cell. The one thing she knew was it had been a long time.

She was in the parking lot, having stopped at a gas station and she got herself something to eat. Before she got back into the car, she passed out, and then she was here.

Caitlin Snow wondered why she incurred the wrath of some really awful person. She heard the rumors of scientists being captured, but she never thought it would happen to her. Yet it did and she was here, for some reason.

The footsteps approached her cell and it caused Caitlin to tense up. She saw him and he opened the cell this time. He was a figure dressed in all black. He had pale skin with dark hair. He resembled a vampire, but he looked like something far worse than a demonic blood sucker. He entered the cell and closed the gap between himself and Caitlin.

"Good evening, Doctor Snow," he said. "My name is Doctor Nathaniel Essex, but you may call me Mister Sinister."

Funnily enough a name like Mister Sinister didn't inspire all much hope within her. She shivered in the cell.

"I've been studying your DNA and found it fascinating," Essex said. "Some of the scientists didn't last too long before they perished. But, you seem to be made of stronger stuff. So perhaps you'll be more fortunate."

Caitlin's hand rattled when she tried to pull herself away. Essex held a syringe in his hand. He paused for a moment.

"You're life has been a tragic one, plenty of heart break, and the few good things you've had, pulled away," Essex said. "The strongest will survive."

"Please, don't hurt me," she whispered. She wondered why it was so cold in here.

"Hurt you?" Essex asked. "I'm here to help you, help you become what you could be. What you should be."

He rolled back her sleeve and exposed her shoulder. She gave another shiver when Essex smiled and prepped her. There was a glowing green liquid dripped from the syringe he clenched in his hand.

"Either you have it within you, or you don't. Either way, the resulting study will be fascinating."

She screamed and felt him jam whatever was in the syringe in her body. Caitlin felt her body size up and all of the body heat rush out of her.

She opened her eyes and looked at her hands. They looked deathly pale. Her dark hair now resembled the color of an icy, winter mountain.

What did he do to her?

"Discovery requires experimentation," Essex said. "See you in seventy two hours, if you're strong enough to survive."

* * *

**To Be Continued on September 27** **th** **, 2015.**


	55. Better Call Pool

**Chapter Fifty Five: Better Call Pool.**

* * *

 

Spider-Man was in the middle of a fight with Shocker. He just happened to be swinging around on his neighborhood patrol and was about ready to call it an evening, but he heard an explosion and then he saw Shocker about ready to hold up a bank.

"Really, Herman, you would think you would learn this lesson by now?" Spider-Man asked. "I don't care how many times I have to tell you this, but you keep ending up in jail….and you keep getting out. Or you keep getting released. But crime doesn't pay."

"You're the one going to pay, Spider-Man!" Shocker yelled. He aimed the gauntlets toward Spider-Man, but the web slinger dodged it. "I'm done with you making a mockery out of me!"

"Nah, I think you do a pretty good job of doing it yourself just fine," Spider-Man said. He decided to take this fight away from the people in the bank and like the genius he was, Shocker followed him. "Come on, just a little bit closer, and you'll get it, just a little bit….."

Shocker fired a blast from his gauntlet at Spider-Man in an attempt to take him out. The web slinger dropped to one knee and rolled out of the way. He avoided getting nailed with a gauntlet blast once again.

"Come out and play!" Shocker yelled. A pair of web blasts wrapped around his arms. Spider-Man tried to propel himself at Shocker, but a shield appeared around him.

It caused the web slinger to bounce off like a ping pong ball. He was directed back and he crashed down to the ground. The wind was knocked out of him.

' _Okay, really wasn't the best idea in the world, he's upgraded,'_ Spider-Man said. He could see Shocker untangle himself. _'Herman gives me an idea.'_

Spider-Man rolled on the ground and tried to kick his legs out from underneath him. Shocker crumpled down to the ground, hitting hard.

"You son of a bitch, you're going to pay!" Shocker yelled. He prepared to click the gauntlet and take down Spider-Man.

Only he never had a chance to take him down. There was a flash of light emitted and there was something or rather someone which came down on the back of Shocker's head.

Spider-Man stood back and stared. He could see Shocker get curb stomped into the ground by this individual who was wearing a red and black suit, with a pair of Katanas draped over his back.

"And how you do it, bitch!" the man said. "Yee-haw, boo-yah, bee-yotch!"

Spider-Man wondered if this man was cracked in the head. He decided to ask the question. "Just who are you?"

"You've never heard of me, well I'm hurt, wounded," he said, shaking his head. "Someone get this boy a Wi-fi, because he's obviously never been on the Internet."

Shocker was down on the ground and his breathing was ragged.

"Don't worry, I didn't make him unalive….he's not far enough up the food chain to waste a perfectly good blade or bullet on," the mysterious crazy man said.

' _Hey, calling me crazy wasn't nice, I'm not crazy, I'm just unique, unconventional,'_ the voice inside this man's head said. _'Okay, fine, I guess I might just be a little bit crazy, but…..if you've seen some of the shit I've seen, you would be too.'_

"And now, I think it's time to have a proper introduction, and I thank you for skipping the entire, let's fight thing, because I'm even getting sick of it," the man said. "Deadpool, Merc with the Mouth at your service, here's my card."

He handed Spider-Man the card, who took it. The web slinger frowned.

"It says Pedro Sanchez, Home Appliance repairman."

"Okay, I don't have a card," Deadpool said. The crazy man shrugged. "But, we do have one thing in common. Unless of course you have a secret stash of Golden Girls Rule 34, then we have two things in common."

"What are you talking about?" Spider-Man asked.

"You know, Rule 34, anything can be made into porn, will be made into porn, no matter how depraved and disturbed it could be, there's an audience for everyone," Deadpool commented. Spider-Man raised his eyebrow. "Yeah, I completely lost you, didn't I?"

"Pretty much," Spider-Man confirmed. He didn't really want to delve too closely into how this depraved individual and his mind worked. The imp from the fifth dimension he and Kara encountered a while back was bad enough. "And I was asking about the one thing we had in common."

"Oh , well I've been hot on the trail of the missing scientists, and when I mean hot, I mean hot, hotter than the sun hot," Deadpool said. "You see, they've been kidnapped by recurring pain in the ass of mine. The recurring pain being our good friend Nathaniel Essex, or as he's sometimes know, Mister Sinister."

"Sinister, figures," Spider-Man groaned.

The rumors of Essex's demise were greatly exaggerated, but criminals not being able to stay in the ground were nothing really new for those in the hero game.

"Yeah, , and I'll be short and blunt," Deadpool said. "Why don't we do the team up thing against Sinister and his Marauders? Everyone likes a good team up and work has been pretty sketchy as of late. Sure there was the fight with the Joker I had in another universe, and boy was that battle insane, but the fight was then and I'm here now."

"I don't know anything about you," Spider-Man said.

"Oh, you'd like me, if you got to know me," Deadpool said fluttering his eyelashes underneath his mask, even though Spider-Man or any voyeurs watching couldn't see it. "I have a wonderful personality."

Deadpool shuddered when he said the words "wonderful personality."

' _And we're getting the slash fan girls riled up for something not going to happen,'_ one of the voices in Deadpool's head said. _'Maybe if we were a female.'_

' _Hey, I'd tap it,'_ Deadpool prime interjected calmly.

' _Would fucking your interdimensional gender swapped self be incest, masturbation, or just plain hot?'_ another Deadpool voice commented.

' _Yes,'_ Deadpool said. _'Hey, where did Spider-Man go?'_

' _Hey must be hanging around the Wayne chick too much? You know with the sudden disappearing thing. Granted, we can do it , because we're all ninja like and stuff.'_

* * *

 

Peter couldn't dwell on the little meeting he had this morning. This was the first day of the fall semester at ESU and he was making his way there. A worried Gwen was waiting for him, but she perked up. Jean, Kara, and Jessica were all hanging around. Mary Jane and Liz were at new student orientation, and could not join the group.

"So, you ran into trouble this morning?" Gwen asked.

"No," Peter said. He swept her up into a one armed hug and gave her a kiss. Jessica, Kara, and Jean gave mock pouts and Peter gave them the attention these girls felt they deserved. He pulled away from them. "I ran into Herman."

"Oh, so no trouble at all," Kara said.

"Yeah, you must have beaten Shocker at least a dozen times," Jessica said, careful to keep her voice down. Thankfully they were about the only ones outside.

"We better get to class," Jean suggested. She hated to tell them what to do, but Peter was running a little bit late and it was frustrating.

"Well, I didn't really beat Shocker this time, there was some guy who ran interference and helped me," Peter informed the girls. They all turned around and looked surprised. "I don't really know what to make of this guy, his name was Deadpool."

The name Deadpool caused Jean to stop in her tracks and Kara, who was behind her, to nearly slam into the back of her. Jean turned around and looked Peter dead in the eye. "Please tell me you're kidding."

"So, this is a bad thing, right?" Peter asked.

"Yeah, Deadpool….well he's a real wildcard," Jean said. "He could be on your side, but more likely, he's on no one's side, but his own. He is skilled, and completely out of his mind."

"Well, I figured about much as," Peter said. He really wished he could talk about this even more.

Jean decided to link all of their minds with her powers, so they could speak freely without having to worry about anyone overhearing. This also allowed Peter to replay his conversation with Deadpool to the girls in a more concise amount of details.

' _There was a professor at ESU disappeared right before the start of the semester,'_ Jean thought. _'And….you know, Deadpool might be bent, but the man does have a point. This is reeking of Essex.'_

' _And Chloe mentioned some of these scientists were on the watch list, either because of their credentials or the fact they could be a potential meta-gene,'_ Gwen said.

' _The line between the meta-gene and the X-Gene is very fine,'_ Jean thought. _'What makes someone a meta human? What makes them a mutant? Not even Professor Xavier has been able to fully explain it to me or the rest of the team.'_

Peter was trying to wrap his head around it.

' _It has to do with the origins of the powers, where they came from, and who they were descended from,'_ Kara said. _'You have to break down the DNA really carefully in order to figure things out.'_

' _SHIELD and ARGUS are about ready to butt heads,'_ Peter said.

' _Which is really not anything new,'_ Jessica said. _'I half think this is just another dispute between Waller and Fury. You know one of those martial dispute things.'_

The group ran into a dark haired man in his late thirties, with one arm. He was talking to a red haired woman with green eyes who looked to be around his age or maybe slightly younger than him. He was Doctor Curt Connors and she was his wife Martha. Peter and Kara were going to have his class this term, with Jean and Gwen having it last year.

"Doctor Connors?" Gwen asked, when she looked at him. "And Doctor Connors."

"Gwen, hello," Martha Connors said with a warm tone. "I trust you've had a productive summer."

"Yes….this is Peter Parker and Kara Danvers, they'll be taking your husband's class this semester," Gwen said.

"Ah, yes," Martha said. "Congratulations on getting an internship with the Wayne Foundation, both of you. You must have been very proud, because it is notoriously hard to get."

"Oh, you better believe it is," Peter said with a smile. Funnily enough, the fact he was sleeping with the person who made the final decision didn't make his chances much easier. "But, thank you Doctor Connors….and Doctor Connors…."

"You know, call me Martha, it does get a trifle confusing with two Doctors in the family," Martha said. She smiled. "Curt, this is Peter Parker….Richard's son."

"Right, I met your father, when he was giving a lecture when I was going here to ESU and had a chance to speak with him and strike up a rapport with him," Curt said. "He seemed very interesting, and it's an honor to work with his son. And it's very tragic what happened to him."

Curt Connors might be a tad bit preoccupied, but he heard about the scientists being kidnapped and it actually went back further than a few months. Richard Parker told him if anything ever happened to him, no matter how innocent, to look into a man named Nathaniel Essex, because he would be the man who was behind this.

Connors also was intrigued with the formula Richard created would eventually be turned into OZ, it was intended at first to be a trigger to activate the meta gene within a person. The flame to ignite it so to speak. Those who didn't have the meta gene would be horrifically mutated, case in point, what happened to Norman Osborn.

When modified though, perhaps combined with animal DNA, it could do extraordinary things, and what Curt hoped to do. Spider-Man was living proof of . Perhaps it could help Curt with a problem he had been having for the past five years.

"I'm looking forward to having you in my class, Mr. Parker, and you two, Miss Danvers," Curt said. "I heard from some of your other professors you could be challenging, and I hope to be able to meet your expectations."

' _Seems like a nice guy, although he is a bit absent minded,'_ Peter thought.

' _Maybe, but he does know his biology,'_ Gwen said.

The group prepared to head off to their first classes of the semester.

* * *

 

' _It was a dark and stormy night,'_ Deadpool mentally narrated. _'Okay, fine, it was bright and sunny and in the middle of the afternoon, but what one of those sounds more epic. I'm on the prowl for someone, extremely dangerous and nasty. Although none too bright.'_

Deadpool saw a large bulky goon who looked like your typical overgrown thug. His name was Blockbuster and he worked for Mister Sinister. He wasn't the highest up the food chain, but maybe if Deadpool got to him, he could find someone who was a bit higher up and the next person up would lead him straight to Sinister.

Good idea in theory maybe, but how would it work in practice? He would have to find out in a moment.

The goon sat in front of the bar, getting his drink of choice. He downed it and slammed his fist on the table. "Get me another."

"Sure thing, tiny," the waitress said in a bored voice. She was used to men who had a shoe size bigger than her IQ trying to order him around.

"You know, didn't your mother ever tell you to be polite to a lady?"

Blockbuster turned around and was about to ask who was really sick of breathing. He could see Deadpool standing there.

"You!" Blockbuster growled.

"Yes, me," Deadpool said. "And you…..and this pool cue!"

Deadpool broke the pool cue over the large chest of Blockbuster. only served to reduce the weapon into toothpicks and also gave an added bonus of really pissing off Blockbuster. He grabbed Deadpool around the head and hurled him halfway across the bar.

He slammed against a wall with darts on it.

' _In hindsight, this might not be such a good idea,'_ Deadpool commented. Blockbuster approached him quickly and Deadpool tried to rise to his feet. _'And this is going to suck just a little bit.'_

Blockbuster nailed Deadpool with a huge punch to the chest and another punch to the face. He slammed his arms down onto Deadpool.

A venom blast named Blockbuster in the back and he turned around, growling like a mad man.

"So, is this a private party, or can anyone cut in?" Spider-Man asked.

Blockbuster rushed Spider-Man, but he dodged the attack. Spider-Man webbed up two bar stools and flung them at him, nailing him.

"I will crush you!" Blockbuster yelled.

"Well, at least you didn't say you'd smash me," Spider-Man said. "Otherwise, the Hulk would have a decent case against you for some good old fashioned trademark infringement. And since his cousin is a lawyer, he does have perfect representation"

Blockbuster tried to knock Spider-Man out with an extremely powerful punch, but Spider-Man dodged it. One stinger went into the back of Blockbuster's neck.

He filled him enough venom to paralyze a dozen men, but Blockbuster was still standing.

Deadpool swung from the chandelier and cut the wire. It fell down on Blockbuster, trapping him underneath it.

Several blasts of webbing pinned him down. He was buried underneath a lot of black webbing, until only his face is visible.

"So, how did you run into me?" Deadpool asked.

"I tagged you with a spider tracer, figured it would worth it to keep an eye on you," Spider-Man said.

"Oh very smooth, you have been hanging around that Huntress chick too much, tagging unsuspecting people with tracking devices and following them around," Deadpool said without taking a breath.

Blockbuster groaned, but he was not going anywhere underneath the piles of really sticky webbing Spider-Man buried him underneath.

"Tell me, where did Essex take the scientists?" Deadpool asked. He took a lit cigar from one of the patrons, who stood there, looking shell shocked.

"You better talk, Blockbuster, I'm not sure if I can stop him if he gets crazy," Spider-Man said.

"Oh, no one can stop me when I get crazy!" Deadpool yelled. "No one can stop me when I get absolutely nuts! SO TALK TO ME BOY! WHAT DID ESSEX DO WITH THE SCIENTISTS?"

"I don't know….Riptide might know….yeah, Riptide, he might know, or Vertigo, she could know," Blockbuster said. He was looking rather agitated.

"Okay, fine, you don't know anything."

Deadpool shot Blockbuster in the back of the head, causing his brain matter to splatter out everywhere. He was dead, deceased, defunct, he ceased to exist.

"Why did you do shoot him?" Spider-Man asked.

"Oh, it's not a big deal, really it isn't," Deadpool said. "He's about the third Blockbuster I've killed this month. Sinister breeds them in his lab like rabbits. Clones, I tell you, hopefully you never have to deal with one."

' _Oooh, possible foreshadowing!'_ one of the voices in Deadpool's head sang.

* * *

 

Curt Connors sat at ESU, looking through the notebook Richard Parker gave him about two weeks before the ill fated trip which ended up with him and his wife being in a plane crash. Connors looked over the formula, incomplete as it was, he was able to locate several interesting hints hidden within the notes which allowed him to replicate it.

It took fifteen years of his life to do it, but he reached this moment. He could hear his cell phone ring.

Martha, any further work would have to wait. He picked up the phone. "Yes, Martha, what is it?"

"Curt, I ran into some trouble, do you think you could pick up Billy from soccer practice?" Martha asked him.

"Yes, yes, of course," Curt said. "Practice isn't over until after five, right?"

"Yes, Curt," Martha said. She seemed a bit impatient for her husband forgetting what time their son left soccer practice, but she was willing to forgive him, this time, because she knew how hard Curt had been working. "Don't forget."

"I won't, I'm leaving right now," Curt said. He made sure to gather up the notebook and slip it into his bag, along with the graded papers.

He thought about having a word with Peter about this, because this was his father's legacy, but he didn't want to put Peter in the line of fire. Curt was forever looking over his shoulder, because if anyone found out he had a mostly complete version of the formula, he would be hunted down.

The notebook also held vital information about what lead Richard Parker on his road to be inspired to create the formula, the formula would eventually be co-opted by Norman Osborn and turned into OZ.

He cleaned up and made his way down the steps.

"Good night, Stan, I tried not to leave you too much of a mess."

Curt Connors passed the almighty janitor and made his way down the steps. He made his way out to the car, and looked over his shoulder a couple more times.

There were no signs of anyone, so Curt could live to breathe, at least on this drive. Each scientist in the New York/New Jersey area lived in a crippling terror they would be the next one on the list of this mysterious criminal. The police were baffled, and so was he.

The recently abduction of Ashley Kafka from Ravencroft threw a monkey wrench into any thought of finding a pattern, because she had absolutely nothing in common with the other scientists who had been abducted.

* * *

 

A dark haired female with a mixture of Asian and white features, dressed in black tactical gear lowered herself down into a hole and made her way through an underground tunnel. Daisy Johnson was a SHIELD agent when it fell to HYDRA and she moved on, getting herself into a spot of unfortunate trouble.

She had a debt she had to pay, although she wasn't sure when it would have an end in sight, if it would have an end in sight to paying off the people who got her out of the tight fix.

Currently she was on the hunt for the missing scientists. She didn't know what condition she would find them in.

Daisy kept her cool. No matter what, who she was working for, it was her responsibility to keep people safe.

She found a wall and shifted it with her powers. It leads to an underground facility. Their intelligence was right.

"Quake to base, I'm underground, and you were right," Daisy said. There was a buzzing sound in her ear. "Hello, this is Quake, to base, can anyone hear me? Anyone? Bueller? Bueller?"

Daisy actually wasn't her trying to be funny, Bueller was the agent's name was working mission control for this particular mission.

"Guess, I'm on my own," Daisy said. She walked down the hall and she felt a biting chill, despite the fact she was well protected with the heavy tactical armor.

"Help me."

Daisy spotted someone's breath, cold as ice. She frowned when she approached the edge of the cell. She stepped forward and saw a blonde female with pale skin, looking at her with crystal eyes.

"My name is….Caitlin…Snow…so cold….need heat….unbearable," she breathed.

"Dear god, what has this monster done to you?" Daisy asked. It was an open secret it was Essex and their intelligence indicated he been around since the Victorian times and if anything else, he had only gotten worse.

Daisy wondered if any of the other captured scientists were around, and in what state they were in.

She caught something out of the corner of her eye and she frowned. She stepped forward anxiously. "Spider-Man?"

Something nailed her in the back of the head and caused her to slam face first onto the ground. The wind was knocked completely out of her and she got injected with something I nthe back of her neck.

The next thing Daisy knew, she woke up, strapped to an operating table, and Essex's deranged face stared at her.

"You know, I once had the pleasure of meeting your father," Essex commented. "And the man's a true monster."

"Obviously mirrors don't exist in your world!" Daisy spat back at him.

"You feel weak, unable to move, because I have you trapped," Essex commented to her. He leaned down and cupped her jaw, forcing her to look at him. "Your powers are turned off until I have a need to test their threshold and the tests won't be until the experiments are done. See, I'm glad you're here, Daisy, because your powers are already activated. Therefore, it's less of a mess way."

"What did you do to them?" Daisy demanded.

"I give them the key to their full potential, I'm sure you remember Classified Formula Kr9, or perhaps it's more public codename….Oz," Essex said. "But, you got your powers through other means….so we can begin right away. And I see you've met my friend…..Kaine understands his survival hinges on the success of these experimentations. It took a couple of tries before HYDRA refined the Dark Spider. Much like X-23, implementing the DNA of a female donor tends to lead to a stronger force."

"You won't get away with this," Daisy said.

"Waller sees you as expendable, if you die, she'll just find another freak to be in your place," Essex said. "I've blocked the signal coming from the little device you have, in case she does finally grow a conscience."

Essex dragged over a tray with several knives and syringes on it.

"Shall we begin?" Essex asked. "I apology for the lack of sedative, but it might corrupt my research. This may sting a little."

Daisy tried not to scream. She would not give this bastard the satisfaction of breaking her. This faux Spider-Man, Kaine, watched from the background, almost like he was studying her like a lab experiment.

Sometime later, Peter Parker jerked up out of bed, waking up in a cold and dripping sweat. He saw a girl about to be experimented on, cut into by Essex, and the final images he saw before he woke up haunted him.

A dream or a premonition or something else? Peter didn't know.

* * *

**To Be Continued on October 4** **th** **, 2015.**


	56. Chasing Shadows

**Chapter Fifty-Six: Chasing Shadows.**

* * *

 

Waking up in a cold sweat was not putting Peter in the best frame of mind. Especially considering the fact he viewed some potentially horrific things were out of his own eyes.

Gwen had noticed Peter woke up and she immediately was walking him into the kitchen/dining room area of the penthouse. Kara followed both of them and they were frowning.

"You look like you saw a ghost," Kara said.

Peter shook his head to clear his mind. He spoke in a shaky voice. "Believe me, seeing a ghost would be a lot easier to comprehend than what I saw."

He couldn't believe what he ran into. He was trying to reconcile a couple of points in his mind regarding what he encountered, but it was hard for him to catch his breath.

"Here," Gwen said. She handed Peter a glass of water and he took it without even thinking about it. "I figured you needed something to calm yourself down."

"Yeah, thanks, it's appreciated," Peter said. His mind was pretty much all over the map. The young man tried to get it together. "So, was I screaming my sleep?"

Gwen and Kara exchanged dark looks and Gwen turned towards Peter. She nodded grimly. "Yeah, you were, a little bit."

"I can't believe….." Peter replied. Gwen stopped him from speaking. He slid back on the chair and took in a deep breath.

He couldn't believe, but at the same time, he could believe everything he was dealing with. His spider sense felt like it was buzzing nonstop, although it slowed down the moment he was out of the dream realm.

Jean stuck her head out of her room. She slipped on a bathrobe and made her way over towards Peter.

"Just relax," Jean said. She leaned towards him and gave him a soft kiss on the lips. Her actions caused Peter to relax a little bit.

Kara's hand was intertwined with Peter's and she could feel him forcefully squeeze it. She was glad she was super strong, because the force Peter was giving her was enough to crush a normal person's hand.

"Okay, sorry, I'll let go," Peter said. His grip retracted from Kara's hand.

"Your mind is really buzzing," Jean said.

Gwen sank down. She didn't know if she wanted to hear something like what was happening at this very moment. It was almost like Peter's very mind had been tormented from afar.

"Maybe I haven't been sleeping enough," Peter suggested. The girls looked at him. "It was a thought, but I've been working myself too hard. I don't remember exactly what I ran into during my dream but….."

"What we're going to try and help you remember," Jean said. "I know it's hard to try and figure this out, but don't worry, nothing can hurt you in the real world from your memories."

Barbara turned up and she looked at the entire group. Her mouth hung open and she had entered an obvious level of shock. Kara turned towards her.

"Peter….well we're not sure what happened," Kara informed her.

"I could hear his screams from downstairs," Barbara said. She nervously looked at him. She hated to be the one person to suggest something really off-putting was going on. "Maybe someone slipped some kind of post hypnotic suggestion in his mind?"

The thought had crossed Jean's mind and she was carefully delving into Peter's thoughts. It was an entire whirlstorm.

' _It's going to be fine Peter, but I need you to relax so I can help you,'_ Jean thought. There was something about the tone of her voice sounded extremely urgent.

Peter would have liked nothing better than to relax, but he dreaded these memories popping back into his mind. He drew a deep breath and sighed.

' _She was after the missing scientists….looking for them, when suddenly….I attacked her,'_ Peter thought. _'Or someone with my abilities attacked her, I don't know.'_

Peter couldn't be for certain. As far as he could remember, he didn't leave the penthouse all night. Jean caught the tense thought in his mind.

' _You didn't leave the penthouse,'_ Jean informed him.

Barbara was already on the phone and she was trying to get ahold of Helena. She grumbled when she waited for the phone to ring. "Come on, come on, pick up."

Peter could see everything. She came face to face with Mister Sinister. Thankfully he couldn't see it through the ARGUS agent's eyes, but it didn't really matter. Peter found himself so nervous he could barely breathe.

"She's being experimented on…..I'm not sure if it's right now…or in the future from now," Peter said. "I'm not sure if it's some kind of dream of what happened or a premonition of what is to come."

Jean frowned. raised a lot of unsettling questions she would like to have the answers to, but she didn't. She hoped Peter would be okay with her prodding around in his mind a little more.

"Best, I can tell, no one has hypnotized you, yet," Jean said. It was only a small luxury to be honest.

* * *

 

Jean was currently looking over Peter.

"Well, talk interesting, we might have to try later," Jean muttered. caused Peter to look at her with a frown. "Seriously, speaking, there's nothing too entirely wrong with your mind. Although I can see you're disturbed and curious as to why this happened."

"Curious, yes, in a morbid way," Peter said.

She wanted to figure out why Peter's vision occurred. As of right now, it seemed like he was like a cat cashing its tail. There was no rhyme, no reason, and most certainly no purpose with what he was trying to do.

The elevator made its way open with a nice ding. Jean looked over her shoulder and saw Helena was there. Helena showing up was well in good, but the person she was with, caused her expression to darken.

A gorgeous blonde woman with a body which looked like it was built for sin approached them. She was wearing a white blouse and jacket, along with a tight pair of white pants. Jean almost didn't recognize her in all of the clothes she wore for this particular meeting.

"Emma," Jean said. She tried to keep her tone neutral, but anyone who paid close enough attention could feel the chill.

"Miss Grey, it's been too long," Emma said with a smile. "And I can see you've matured greatly since the last time we've met."

Jean nodded when she stared down the woman.

Kara and Gwen returned to the room, along with Barbara. It was obvious from where they stood you could almost cut the tension with a knife, pardon the obvious cliché. There was a lot of frowning on the part of both of them.

"I sense some problems in the past," Kara muttered underneath her breath. Gwen nodded when she looked over them.

Helena cleared her throat and Emma looked over her with a smile. "Right, where are my manners? They seem to have been misplaced. My name is Emma Frost….."

"The White Queen of the Hellfire Club?" Peter asked. He looked a bit curious and a bit tense as well. Emma smiled when she looked at him.

"I'm not here on business, but rather to return a personal favor from a friend," Emma said. "And things are not what they once were years ago. The Club has underwent some shifts in the management structure, although there are some who are unwilling to let go out of their power and some are resilient to the a fault. But changes are needed for evolution; it's just the way things will go. And we tend to make an impression on the people we encounter."

Jean folded her arms. Peter placed his hand on her shoulder in a warning tone. He was almost curious to ask what the hell went on between Jean and Emma in the past.

"Merely a misunderstanding," Emma answered. "Dear Charles has made a lot of errors though in the past and it puts his team in far more difficult positions than they should. It isn't his fault. He sees the world in a certain way, in a more ideal way. But it has fatal consequences when those people don't see it in his particular way."

Jean would have to grudgingly agree with Emma and she hated woman for her. She sounded a bit huffy when she folded her arms.

"But I'm not here to talk about past errors, but rather to correct future ones," Emma said. "You had a terrible nightmare tonight, didn't you Peter?"

"Yes," Peter informed her. He wasn't sure if he could trust her.

"Emma knows about being discrete with anything," Helena said.

Emma nodded in confirmation. "I wouldn't dream about doing anything dubious to your mind. In fact, I hope I could improve on it."

Jean hitched a breath in and looked at Emma. Her glare was fairly nasty when it looked into Emma's eyes. "I swept over his mind, there isn't anything wrong…"

"One could never be too careful," Emma replied. "If you'd feel better, you can be with me when I enter his mind. I'm sure you know the inside of his mind all too well."

"I'm sure you'd like to, you slut," Jean muttered underneath her breath. Whether Emma heard her, she gave no indication.

She took a moment to calm her nerves. Emma wasn't really trying to get on her nerves tonight and as a result, she got on Jean's nerves without trying to. Jean knew if anyone could detect the source of what was going on in Peter's mind, it would be the White Queen. She hated to give her too much credit, because the smug bitch wouldn't shut up about it.

"Lead the way, darling," Emma said.

"Gladly," Jean said. "Watch your step…."

"You act as if this is the first time I've entered the mind of a hormonal young man," Emma said. She could feel something wash over her body when she slipped over her mind. It caused her nipples to harden against her top and her to get wet between her legs.

Jean could barely hold back a smile. "Perhaps I should warn you about the pheromones he gives off."

"Yes, a warning would have been handy," Emma said through gritted teeth. She entered his mind regardless and locked onto something. "Yes, there's something here….some kind of connection. It's faint….let's see if I could lead it back to the source."

Emma closed her eyes.

"There appears to have been a clone of some sort which has been created by Essex, and it's been sending flashes of what it sees to my mind," Emma said. She screwed her eyes shut and frowned. "And it looks like it…..it's caught sight of me."

Suddenly, Emma could feel the clone shove her out of Peter's mind. Jean stepped back and Emma landed down onto the ground on her ass.

She would have liked to say she expected an attack along those lines.

"Now it knows I'm here, what do you think is going to happen?" Peter asked.

It was Helena who answered. "One of two things is going to happen. It's going to either close down the link or keep luring you into its web."

"Which means it's likely a trap," Gwen said. "Perhaps we could somehow turn it around on him."

"But, you should worry about trying to shield your mind," Emma commented. She rubbed her backside through her pants. clone didn't want her in its mind, most likely because she was just a few seconds away from pulling the details of Essex's current base of operations from its mind.

* * *

 

Wade Wilson returned to the flea ridden apartment he currently holed up in after his latest misadventure. The Merc with the Mouth frowned when he looked around, and he had just entered the hallway. It was nothing compared to the rest of the apartment.

' _The state of this place,'_ Deadpool said. _'You know, with all of the money we spent, we could upgrade to a moderately nice place, instead of the rat traps we hole up in.'_

' _Well maybe if we didn't blow all of our money on booze and hookers, we might be able to trade up for a better place,'_ one of the voices inside his head spoke to him. Deadpool grimaced. _'And at the tracks, we can't forget all of the money we ended up blowing at the tracks.'_

' _I hate when the voices inside my head make logic,'_ Deadpool thought, shaking his head. He fished through his pocket for the key. He pulled a rather sticky looking key out of his pocket and turned it through the lock.

He made his way inside and turned the light on, and walked towards the bathroom. He carefully kicked off his shoes and laid his katana down on the couch.

' _Why are we doing a day in the life of Deadpool?'_ one of the voices asked.

' _Well, obviously something dramatic and exciting is going to happen, because otherwise we wouldn't be spending any time here,'_ another voice inside his head commented.

He entered the shower and fiddled with the head, turning it on. He wasn't going to get nothing, but cold water and it wasn't the type you would drink either. Well unless you wanted to spend half of your night saluting your old friend John.

Deadpool could hear the rustling.

"It better not be those girl scouts again," Deadpool said. He exited the bathroom and looked around. He saw a large and imposing woman standing there, with a pair of bodyguards on either side of her. "Oh, this is even worse."

"Mr. Wilson," Waller said. The squat woman stared the merc in the eye."We need to talk."

"Oh, it's always Mr. Wilson we need to talk, or Mr. Wilson you're making a scene, or Mr. Wilson, you're violating your restraining order, or Mr. Wilson put your pants back on, no one wants to see your junk!" Deadpool ranted. "Well, I have a rabid army of fangirls who say differently, you know."

Deadpool turned his full attention to the Wall known as Waller.

"Okay, I'm going to be blunt, I'm pretty sure you're not the hooker I sent for," Deadpool said. "And if you are….well an interesting way to supplement your income, but I can assure you I'm not drunk enough or my standards have not fallen too far."

"You're going to back off Essex, or else," Waller said.

"Oh, really, well thanks for the tip, but I'm not backing off the Sinister one, I've got a job to do," Essex said. He stared Waller down. "So take your or elses elsewhere."

"I'm not kidding around, Wilson," Waller said.

Deadpool looked at her. "I wasn't either."

"One of my agents has gone AWOL," Waller warned him. "And you getting involved could compromise the situation."

"Oh, thanks for the tip again, but here's one of my own," Deadpool said.

"I will have ARGUS put you down," Waller said.

"Yeah, I'd like to see you true," Deadpool said. "Look, Samuel L. Fury couldn't touch this, what makes you think you can? You couldn't catch me, especially when your blood type is Double O Gravy."

' _Yeah, I'm pretty sure some SJW is going to get in a snit about this one,'_ one of the voices in Deadpool's head responded.

"Unless, you're New Fifty Two, Waller, I don't want to talk to you," Deadpool said. "Now, don't get me wrong, I have nothing against black chicks and fat chicks and fat black chicks, but they have to have a wonderful personality on top of being fat and black. And….well you have one about as abrasive as sandpaper. And not nearly as fun to rub on my happy bits."

' _Don't try this at home kids,'_ one of the Deadpool voices warned.

"You don't want to do this, Wilson," Waller warned him. "There are several ARGUS agents ready to take you out at my word."

"Yes, because this is the first time a shit load of guns has ever been pointed at me," Deadpool responded. "Had some respect for you, all things considered. But, lost it all, when you shacked up with Mr. Clean."

Deadpool could hear a rumbling in the tracks near the bathroom window. "And now if you excuse me, I have a train to catch. Ta-ta for now!"

"Get him!" Waller yelled.

Deadpool threw himself through a glass window avoiding the hot embrace of lead caressing his buttocks. He rode on the top of a train, ready to go to his next destination.

* * *

 

The former Dark Spider was in a much better place than she was all of those weeks and months ago. Theresa was currently on Themscrycira, and she was in a deep state of meditation. She was in a complete dark place in her mind just a few months ago, but she made a lot of progress.

Her eyes slowly opened. It was a wonder she was able to hold it together. She could find herself on the Astral Plane.

"Madame Web," Theresa said. She saw the red haired oracle looking towards her.

"I think everyone connected to the web felt the vibrations," Julia informed her. She motioned for Theresa to go towards her. "It appears you weren't the only one created through HYDRA's scheme."

"Wait, there was another, just like me?" Theresa asked. She could hardly believe it. She didn't really know what to say. "Where….who….how….?"

"You ask questions which are hard for me to answer," Julia remarked. There was a soft smile appeared on her face. She reached forward and touched Theresa's hand and relaxed her. "I can only see flashes, images…..and I can see he's rather tormented. And further gone than you were when Peter reached you."

"His name is Kaine," Theresa muttered.

"You figured it out on your own?" Julia asked her.

Theresa nodded in confirmation. "It was just a thought, before I was pushed out."

"If your mind wasn't in a relaxed state, you would have been far more disturbed by what you saw," Julia said. "Your time in paradise has done you well, Theresa."

"Thank you," she replied. She folded her arms together. "But, I trust you're speaking from experience…..there's someone who has a more troubled mind."

She frowned instantly when it came back to her. It was like a rather subtle, or maybe not so subtle, punch to the gut knocked the wind out of her.

She woke up suddenly and she got to her feet. Theresa's knees felt like they were a little bit wobbly, but she managed to hold herself to her feet.

She approached Diana, who was standing there. She looked like she was about ready to go for a swim.

"Hello, Theresa," Diana said.

"I'd like to thank all of the Amazons for all they've done for me on this island," she informed Diana. Diana raised her eyebrow. "I will always appreciate it enough and I will always remember what you've done for me."

Diana caught it instantly.

"You feel a pull, you need to return," Diana said.

"Yes, I need to return," Theresa said. She thought she was done, she was at peace. She figured there would be a day she would return to her home, but she didn't think it would be this soon. "I feel a balance more clearly now than ever before. But there's someone else who isn't balanced."

"I can see," Diana responded. She could see the look in determination. "Travel well….and remember you always have a place here."

"Yes," Theresa agreed. "And I won't forget the lessons I learned…..but I need to do something now."

Theresa felt she couldn't really maintain the necessary balance unless she found closure. Nathaniel Essex was the closure, or rather finishing him off. Theresa long since thought about destroying him, but she never got the chance. She took out HYDRA, leaving them a shell of their former selves. There would always be believers to the cause, but she had weakened them.

Now it was time to take out the person solely responsible for the torment of her and the rest of the Parkers.

She was coming, whether Essex was ready for it, or not.

* * *

 

Peter knew his mind was shielded from potential intrusion, thanks to the help of Jean and Emma. It was amazing how much the two of them were able to work together, when they were able to put aside their differences.

There was a part of Peter's mind made him wonder if they could work together in other ways. He supposed they weren't in the particular stage of their relationship where Peter could find out. To be fair, he did leave an impression on the lovely Miss Frost, thanks to his pheromones. Which tended to work on the mental level quite well. Maybe even more so than the physical level these days, come to think of it.

"No doubt you'll be the subject of her wet dreams for months to come," a soft voice said. "And an interesting change of pace for her, I'm sure."

Jean smiled when she walked into the room. She wore a bathrobe which clung to her body and Peter saw a smile on her face. She looked quite seductive when she crossed the room.

"But, I think you should relax, so we can figure out what we need to do in the morning," Jean said. She sat on the bed next to him. "And I think I have the perfect way to help you relax."

Jean's lips pressed onto Peter's. She kissed him hungrily, her tongue pushing into his mouth. Peter reached around and cupped her ass when she kissed him.

The two of them broke apart and Jean slowly slid off her robes. She revealed she was dressed in a black corset, a thong, and thigh high black boots. She had fingerless black gloves on and a black choker on her throat.

"Never thought I'd be willingly back into this outfit again," Jean said in a low voice. She stalked Peter like a predator stalking her prey "But I suppose it's for a good cause."

"Yes, a very good cause, you look hot," Peter said.

Jean gave him a wicked grin. "Oh, Peter, you have no idea what hot is going to be."

She slowly used her telekinesis to strip his clothes. She smiled when she saw him swell before her. "I think this is perfect for me to relax you."

Peter felt her hot breath and it touched the tip of his erect penis. She grinned, when her tongue ran over the tip of his cock and made its way all the way down the base, licking him all over. She licked licking him, lathering his manhood with her spit.

Jean thought she got Peter plenty wet, and she was getting pretty wet. Her sweet lips wrapped around the head of his cock and she slowly teased him. Her hand gently caressed his balls and she released them. She sent a jolt of pleasure.

"So, good, Jean," Peter grunted.

Jean smiled when she made a lewd popping sound, briefly releasing his cock. She then teased him and brought her mouth down onto him. She encouraged Peter to place his hands on the back of the back of her head and he eased his throbbing manhood further into her wet and perfection mouth.

Peter thought he was on cloud nine. "Damn, Jean, you really know how to suck my cock!"

' _It's almost like I can read your mind, know what you want,'_ Jean mentally teased him. She lathered his manhood with her spit and pulled off.

Peter groaned when he felt the loss, but she grabbed his hands and placed them on her breasts. He pulled down the top of the corset and her breasts spilled out. She straddled Peter's lap and he wrapped one of his fingers around her breast.

The prodigy pushed the fabric of her thong aside and slipped one finger inside her. Peter pushed himself inside her, working her center with his sticky finger. He pushed a second finger inside her and added a third finger.

"Peter!" Jean moaned. She could feel his fingers manipulating her insides and it felt so amazing. The telepath thought she was going to lose her mind. "Oh Peter! Fuck! Oh god, Peter!"

She moaned when his fingers tormented her insides, working him over. She was this close to losing her mind when he fucked her with his fingers.

Jean rode his fingers to a climax and Peter pulled out of her. He took a taste of her sticky fingers and smiled.

"It's time, I'm going to ride you all night long," Jean said. She pushed Peter back on the bed and rubbed her dripping cunt all over his cock. He grabbed his ass.

"Less telling, more showing," Peter growled and he pushed her down onto him.

Jean closed her eyes and could feel pleasure course through her body. She linked her mind to Peter's pleasure centers, mostly so she could get a feel on what she wanted. The two of them shared mutual pleasure with each other. Slowly, Jean settled down on him, and made sure to savor the moment of Peter's beautiful cock he had being inside her.

She pulled up instantly and slammed herself down onto him, rocking herself down onto him. Her breasts bounced.

Peter felt her tight box rub itself up and down on him. It felt good to feel her warm center contracting around him and releasing him.

"Oh, I almost forgot," Jean breathed.

"Then here's a reminder," Peter said. His cock swelled within her tight pussy. She squeezed him, using her telekinesis to make herself even tighter. "Damn Jean."

"Oh, Peter, yes," Jean breathed. He bridged and rammed his cock into the depths on her. It felt good sticking to her inner walls.

And speaking of things sticking to her, Peter rolled his hands over Jean's breasts and squeezed them. She gasped in delight when he kept rubbing her breasts. His fingers touched and toyed with her nipples.

Jean looked like a beautiful phoenix, her hair flying up and down, showcasing her beauty. Peter looked up at the lust in her eyes and she smiled.

She moaned deeply and came around his cock, releasing her sweet juices down into his mighty rod when she came down onto him.

Peter thought he was in heaven. He reached around and cupped her ass. encouraged her to ride him faster and harder. She brought herself up onto him and kept riding him over and over again.

"Oh, Peter, you always hit the best spot!" Jean breathed. She was going to cum extremely hard and she couldn't hold back.

Her cum caused Peter to trust up into her hard. Jean might be on top riding him, but it was obvious because of this situation Peter was in control. He stimulated every last nerve in her body.

"My turn," Peter grunted. Jean really was working her magic on him and her pussy, so wet and beautiful, was something he just had to cum inside.

"Do it, Peter, shoot a big load inside me," Jean encouraged him. She gripped him so hard it would have hurt many men. "Oooh, God, your cock feels so good, making my twat all sticky and….."

Peter grunted and he shot his load into Jean. His balls released a heavy volume of cum inside her pussy. It kept shooting into her when she kept riding him up and down. Jean bounced up and down on him, milking the fluids from his balls.

Jean seemed to milk his balls completely dry and she pulled off of him. She crawled back on her hands and knees and Peter saw his cum flowing out of her pussy. She turned around and got onto her hands and knees, swaying her ass.

"Peter, come and get it," Jean said. She looked over her shoulder and smiled. "Go ahead and fuck my ass, won't it be relaxing?"

Peter smiled and it was amazing how much he could recover with the prospect of a nice beautiful ass to fuck. He placed his hands on the beautiful redhead woman and he touched his hands to either side of her hips.

Jean braced herself and Peter pushed his throbbing cock inside her.

"Oh, it feels like a furnace," Peter groaned.

"But, you can handle the heat, can't you, stud?" Jean asked.

Peter was bound and determined to show how much he could handle fucking Jean's ass and her ass was so perfect the powerful young man couldn't even begin to describe how wonderful it felt. He pushed into tight ass and could feel an immense pleasure surround his cock.

Jean could feel his huge cock buried into her. His rod really got her motor running and his hands cupped the underside of her breasts.

"YES!" Peter groaned. "Do you like my cock in your ass, you dirty girl?"

"You don't even have to read my mind to know I like my ass being fucked like you own it, baby!" Jean groaned. "Oh, I hope you have another load of cum just for my ass!"

"It would be an insult….if I didn't," Peter said. He could feel himself feeling up. The sounds Jean was making caused his balls to tingle. He breathed in heavily and brought his thick tool into her.

Her ass felt so wonderful, so perfect. He decided to twist her nipples, and these actions really caused her to lose her mind.

Jean thought Peter struck all of the right spots and bringing pleasure into her world. He slammed his thick tool into her wonderful ass.

It was better when she felt his sticky fingers manipulating her pussy. "I know you like the taste of your own cum, so I'd bring you some from the source."

Jean's eyes glazed over and she suckled on Peter's fingers greedily when he kept up hammering her ass.

Peter didn't want the fun to really end, but her ass was torturing him and he had to give in to her soon. Jean was impressively tight.

She sucked on his fingers which didn't help his impulse control any. A tingling feeling rose from his balls when he kept up the pace. He was closer to erupting inside her body and he was about ready to explode.

Peter exploded inside her. His cum shot into her perfect ass and filled her up.

Jean smiled and looked at him, a sultry smirk on her face. "Hope, you've got plenty more in the tank, because we've got all night, stud."

* * *

**  
To Be Continued on October 11** **th** **, 2015.**


	57. Raising Kaine

**Chapter Fifty-Seven: Raising Kaine.**

* * *

 

Spider-Man now was refreshed and more importantly relaxed. Being relaxed allowed him a clearer mind and body. Now, he could focus, and he was on the hunt for the man who had caused many problems for his life. Mister Sinister, if he could find a clue to point him in the right direction, he could shut his operation down.

There was another lab broken into. Another scientist who had been captured and it was becoming more difficult to really pass off these events as some kind of coincidence. Spider-Man popped through the window and landed down on the ground.

There didn't seem to be as much of a struggle as there might have been. There were a few papers overturned. One of the folders looked to be ripped open. Spider-Man approached the desk and looked them over.

It appeared the papers in question were messed with. Whoever entered his lab was looking for something. What they were looking for, Spider-Man kept constantly asking himself one particular question. Spider-Man turned around and spotted something in the shadows.

Theresa stepped out of the shadows, in a full Dark Spider outfit. Spider-Man was surprised. "I thought you left."

"I was gone, but I returned," she responded. The Dark Spider placed a hand on his shoulder. "I got the same dream you did."

"And I'm sorry you dreamed it," Spider-Man said. "I think we can both agree it's not a dream, it's a premonition of some kind."

She nodded in agreement. Theresa looked around the lab and seconds later, she saw Jessica pop her head out. She didn't seem too surprised to see the Dark Spider there. "Figured you might show up."

"So, I'm predictable?" Theresa asked.

"No, it's just I figured you might get the same dream….we're all connected within the web," Jessica said. They all felt it to be honest. She turned to Peter. "Nothing."

Peter frowned. He was pretty sure there was something. They just weren't looking hard enough. They had to undercover something.

His spider sense went off. It was for much more than detecting danger, although it depended on the situation. The web head crouched down to flip the rug up to reveal a red button.

"Glowing red button sitting on the middle of the floor," Spider-Man said. He responded with a shrug in response. "Well, a glowing red button sitting in the middle of the room is not ominious at all."

The sarcasm entered his voice. Was he going to let it go or was he going to push it? Of course he was going to push it, otherwise it would be a wasted trip if he didn't push it. Spider-Man pressed the button inside.

A seemingly ordinary wall slid open with a huge pop. Spider-Man, the Dark Spider, and Spider Woman all stepped back and waited for the wall to slide open. All three of them saw what was happening.

A dusty lab was revealed. A couple of broken containment units greeted the trio the second they stepped food into the lab. Jessica turned towards Peter.

"Is it just me, or are you getting a 1950s B Movie vibe?"

"We don't know what was inside the tubes," Theresa said. She jumped up and saw the organs in jars on the wall. "And….."

"So, are you going to say there's a perfect logical explanation for organs being in jars on the wall in this creepy lab?" Spider-Man asked. "Because I don't…."

A man dressed in a long coat with white hair stepped out of the shadows. Spider-Man's spider sense went off. The man opened his mouth and a large sonic pulse erupted. The spiders were pushed back by the sound waves.

Ringing echoed in Spider-Man's ears. He shook his head to clear it. He webbed onto one of the tubes and tried to smash it into his enemy.

"What's the matter Spider-Man?" the white haired man asked. "No witty quips? No clever banter? Mister Sinister knew you would be here, so he staged the disappearance of Doctor Warren. When in reality, he's out of the country on a trip and won't be back until a week from now."

"Fascinating," Theresa said. She sent a stinger at him, but he dodged it. Jessica nailed him in the back of the head. "Just who are you?"

"Ruckus!" he yelled. Another sonic pulse erupted and knocked the trio of spiders back.

' _Well, talk about was unpleasant,'_ the symbiote thought. She was rocked, and she enhanced a stinger, before nailing Ruckus in the chest with it.

Ruckus fell down to the ground, and suddenly, a pair of large hands cracked Spider-Man from behind. A pair of large arms wrapped around him, but Spider-Man flipped out over the back of his head. He kicked the man's legs out from underneath him.

"Blockbuster?" Spider-Man asked. "Yes, guess Deadpool was right, you are being bred like rabbits."

Theresa looked up and saw a woman with white hair approach her. She recognized her as another one of Sinister's mutates, Vertigo. And she lived up to her nail, causing Theresa to be all dizzy.

"Heads up!" Spider-Man said, propelling Blockbuster. He smashed into Vertigo and both of them went through a wall, which crumbled on both of them. "Yeah, this one is going to hurt in the morning."

Ruckus pulled himself up, but he got a web gag for his trouble. He staggered around.

Vertigo angrily shoved Blockbuster off of her. She almost collapsed onto the ground, but managed to hold herself up. She got out the door.

Spider-Man tagged her with a spider tracer. She would hopefully lead him right to Sinister. Jessica blasted Ruckus, making sure he stayed down for the count.

The trio of spiders were about ready to get their way out the door, but they ran into the Wall. Or rather Waller, along with a group of Argus agents.

"Ah, Amanda Waller, just the obstructive woman I've been looking for," Spider-Man said.

"Stand down, Spider-Man, ARGUS will handle it from here," Waller said. Her eyes flickered to the Dark Spider. "Along with the dangerous fugitive you've been harboring. I need to bring her in."

"Yes, bring her in and risk war with the Amazons, I'm sure the people in Washington would like you," Spider-Man said. The web slinger prepared to call Waller's bluff. "I understand one of your agents has gone missing, going down a rabbit hole looking for Essex and the missing scientists."

It was Waller's turn to look all indignant. "Anything along those lines is classified information, along with the scientists. I should have you brought up on charges."

"Good luck with brining me up on charges, Waller," Spider-Man answered. "I'm sure there are a few skeletons in your closet you don't want to be brought out into your public eye. And I know Mr. Luthor doesn't want the past to be brought up as well, so get out of my way, and let me do my job, and I'll let you do yours….even though I'm not sure what it is."

Waller was distracted by a gasp, with Blockbuster's body dissolving before their very eyes. The same happened to Ruckus.

They turned back around and saw Spider-Man and his companions walk off.

"So, should we go after them, Commander Waller?" one of her agents.

"Don't bother, they'll be brought down soon enough," Waller said. She looked about as bad as her word and twice as nasty to boot.

* * *

 

Daisy Johnson wondered if this would be better or worse if she was awake for this. She was being prepped for something, well she didn't know what she was being prepped with. Essex walked into the other room. She felt her nerve endings ache intensely. The power she possessed, it almost turned in on her and hurt her badly.

"Evolution is us going forward," Essex said. He returned to the room and Daisy felt a fever go through her body. "But, yet, there are people who wish to impede evolution. They wish for us to be turned back."

Daisy didn't know anything about evolution, but the government agent knew she wanted to throw up. Yet, there was something stopped her from throwing up. Her throat burned like something fierce.

"Just kill me!" she yelled. It felt like there was something about ready to jump out of the back of her throat. Her nerve endings continued to ache and burn. "KILL ME!"

"All in due time," Essex told her. He smiled when he looked down at her. "Are you feeling drowsy? Are you dazed? Do you feel like the entire world is spinning out control?"

Daisy refused to rise to his bait of the madman's taunts. She would have liked to bring this entire ugly place down onto his head, even if it met her being crushed. Her powers seemed to be localized within her own body and was causing her misery.

"Yes," Daisy breathed. "End it!"

"I told you, all in due time," Essex said. He swiped her skin with a cotton swab and he held a needle.

Daisy only was a bit at ease he was drawing something out of her, along with putting something in her. He extracted her blood from her and placed it into a tray. She felt her head ache like it had rocks in it.

Was blood supposed to look like it was now?

"The keys to evolution lie within the DNA of a fortunate few," Essex said. "All we have to do is bring out those keys, with the right stimuli."

Daisy thought this particular stimuli was causing her to be crushed by her powers within.

Suddenly, the pain stopped. Her breathing stopped escalating. Daisy collapsed the buzzing in her head finally stopped. How the insane buzzing stopped, she didn't know, but it just did. And she was at ease, finally.

"The side effects weren't bad, was it?" Essex asked. Daisy looked up at him, her vision blurred slightly. She hiccupped a little bit. "Your DNA is fascinating, Miss Johnson. And even if it outlives you, it will help move my plans forth to another level. But, don't be afraid, you're not the only one who has DNA which fascinates me."

Essex cupped her chin and forced the ARGUS agent to look at him.

"The scientists have been brought here, and have been experimented on, a couple of held themselves together," Essex said. "Others….well I harvested what I could from their remains. You can't squeeze blood from a turnip though."

Essex moved over and a dark haired woman walked over. She looked terrified and Daisy saw a collar strapped to her neck, with a familiar green fluid bubbling in tubes fastened to it.

"Doctor Kafka here for example, she's not special at all, but she has her purpose, for now," Essex said. "And I'm sure you know what happens when someone who doesn't have the Meta Gene is exposed to OZ."

Daisy didn't need to respond. Norman Osborn was the proof regarding how badly something like this panned out.

"Doctor Kafka, Daisy is your latest patient," Essex said. "Talk to her, get in her head, but do not help her in any other way. If you try and release her, I press one button, and you're my latest lab experiment."

Ashley stepped forward, nervously. She leaned down and looked at Daisy.

"Someone will get us out of here, don't worry, everything will be fine," Daisy said. Her voice lacked a proper amount of conviction though.

"Do you believe someone will come?" Ashley asked her.

Daisy opened her mouth but faltered.

"I wish I did. I think my people have abandoned me, pulled out of the mission. I'm going to die on this table, as Essex's lab rat."

Ashley wished she could offer comfort to the girl. Words of encouragement, like she did her other patients, but none quite came.

"I need to ask you how the tests are really making you feel," Ashley said. She didn't like this, but the OZ collar strapped to her neck made her surprisingly docile.

Daisy understood the role both of them needed to play if they were to survive this nightmare.

"I feel like my powers were going to crush me, at least a few minutes ago. And now I feel fine."

She started breathing heavy. Daisy felt her heart racing, pounding into her chest like it was having a localized Earthquake around the area of her heart and lungs.

"Give her some room to breathe," Essex said.

"She needs care!" Ashley yelled. The woman's eyes fell on the sadistic and sinister scientist with breathing increasing by each second. "You're a monster."

"I've been called worse and with more style," Essex said in a bored voice. He monitored things carefully.

So far, so good, and she calmed down, drenched in her own sweat.

* * *

 

Doctor Connors thought the test would work out rather well. He hunched over a table at the lab and looked over the lizard on the table. Lizards had an ability to regenerate body parts after all.

The OZ formula, painstakingly completed based off of the incomplete notes from Richard Parker and his own memory, had been restored. He injected the serum into the lizard and he waited a few seconds.

He injected the blood from the lizard and prepped his arm. Connors pushed it into his arm.

Connors waited for a moment to see if he would have any results. Much to his chagrin, there was nothing. He hoped the results would be instantaneous.

He wiped the sweat from his brow. Was it just him, or was it getting hot in here? He shook his head and exited his office, locking it up.

The door opened up and he spotted Kara Danvers slip into the room. Connors took a step back in surprise.

"Miss Danvers, what can I do for you?" Connors asked.

"I was just swinging by to drop off my essay," Kara said. "I know it's not due for another week, but…..I figure with all my other classes, the best time to get it done is now, before I get swapped with too much."

"More people should take your attitude, Miss Danvers, both you and Mr. Parker," Connors said. He dealt with his fair share of students who thought college was just nothing, but a big party. Such an attitude proved to himself some people grew up, while others merely just got older. "Just place it in the usual area, and I'll have a look at it, tomorrow."

Kara actually had it done much sooner, but turning in an essay early might raise a few red flags. She did have a lot of work in her other classes still to do. The teachers were taxing her super powered mind, even. She felt sorry for the other people who couldn't work at the pace she could. Even though she was confused sometimes, because the science on Earth was far less advanced and it was so simple it was almost complicated.

"Do, you need to ask a question?" Connors asked. He sat down and took a long swig of the water on his desk.

"Just….are you alright, Doctor Connors?" Kara asked. Connors looked at her. "It's just you look a little feverish."

"I guess I am," Connors said. He didn't notice until Kara mentioned it. "My son had the flu and he seems to have given it to me."

"Oh, well makes sense," Kara said. "See you in class, have a good weekend, Doctor Connors."

"You too, Miss Danvers," Connors said.

Connors made his way over and took a large drink of water, the moment she was gone. Until she brought it up, he wasn't too worried.

The OZ enhanced Lizard DNA, could it be causing this? Connors had to admit it was a gamble using himself as a guinea pig, but if it worked, it could solve a lot of problems.

Connors moved over and he had trouble catching his breath. He started to breath heavily and he fell backwards onto the ground.

He wanted to scream in agony, but there was not a sound coming out of his mouth. His limbs thrashed and his body contorted.

His pupils rolled up into the back of his head. A stabbing pain erupted from his shoulder.

Connors pulled himself to his feet. He stopped and realized he pulled himself up using both arms. The new addition caught himself off guard. Connors couldn't believe he did something like injecting himself with a risky component. Did he just make the medical breakthrough of the century?

He thought about calling Peter, but he decided not to, at least not yet. He would, sooner or later. The OZ was his father's work and he felt Peter should be brought up to speed about this.

Connors felt the fever symptoms dissipated and he felt like a new man.

He felt his stomach ache. Okay, he was hungry, but it had been a long day and he skipped breakfast and lunch.

Connors locked up for the night, happy to have use of both of his arms, for the first time since the accident all those years ago.

* * *

 

Theresa, Jessica, and Peter made their way down the tunnel. The tracer device was warm and Peter thought they were pretty close.

Or they should be in theory. They saw a tracking device laying in a sticky puddle. The obvious signs of clone degeneration were in fact very obvious.

"He must be using twenty four hour clones," Theresa said. "Baked long enough to serve a purpose as a foot soldier, but they degenerate fast."

"Deadpool mentioned Essex was breeding them like rabbits," Peter said. "I just wished she wouldn't have hit her expiration date before the trail ran cold."

Jessica frowned and she posed a question to her fellow spiders. "So, how close do you think we are to Essex's base?"

Peter pondered Jessica's point. He shifted his hands over the wall and sensed something. He felt uneasy. His spider sense, well it didn't tingle as much as buzz over the back of his head. He turned to the girls. "I say we're certainly close."

"You think?" Jessica asked. Peter responded by nodding. "So, let's go, I guess."

Peter broke open the locks on the door. He slipped inside and they were in a darkened base. The night vision goggles they had on allowed them to see more properly in the dark.

They were a gift from the fine folks of Wayne Tech. Well, technically Peter, Kara, and Gwen created them, and Helena funded them, so it was a collaborative effort.

"Help me, please!"

Peter wasn't sure if they got to the base, but they were pretty sure they found someone.

He peered inside and saw a terrified young woman with white hair looked like snow on the mountains and pale blue skin. She was shivering really badly.

"My name….is Caitlin Snow," she said. Her teeth chattered when she spoke. "It hurts so much, I'm so cold, and he won't stop, until he gets what he wants."

There was a moment where Spider-Man wondered what he wanted. "One of the missing scientists."

"Yes, please, let me out of here," Caitlin begged him. "It's so cold in here."

"Did he try to freeze her?" Jessica asked. She could see Peter fiddle with the lock.

"Really wished you were here, Chloe," Peter muttered. He doubted the old spider strength would break this lock open.

"6-1-6," Caitlin informed him. "The access code…..I saw one of them do it….I'm pretty sure it's the same for all of the cells."

"P….Spider-Man, do you think this is a good idea?" Jessica asked.

"At this point, I think it's the only idea," Peter answered. He tapped the access codes. He could hear the cell creek open. It was a diabolical combination of ancient architecture and modern technology. "She'll freeze to death if she's left in here."

Peter frowned. The cell actually felt perfectly normal. He didn't have any time to discuss , when he felt something nail him across the back of the head. He fell down to the ground.

Theresa and Jessica turned around and they saw a stooping figure perched on the wall. "Hello, brother, sister. You may call me, Kaine."

Kaine addressed both Theresa and Peter when he spoke this. "I'm your misfit family member even HYDRA locked away. They thought a female assassin would do a better job. I was left to rot in cold storage."

"I never….I never knew," the Dark Spider said. She was kicked firmly in the chest and knocked down onto the ground.

"Yes, you never knew, you're the perfected model, and I'm just the damaged, faulty, prototype!" Kaine yelled. He dodged Jessica's punch and twisted her arm around. He kicked her in the back of the leg, forcing her down.

Spider-Man pulled himself up off of the ground. "If Essex has got in my head…"

"I'll save you the trouble," Kaine said. "I know Essex is a depraved bastard. But I need him to fix this. I don't have much time left."

"And now you have even less," Jessica said. He dodged her venom blasts, and he launched a huge chunk of rock at her.

"He needs me, I need him, it's a co-dependent partnership," Kaine said. He dodged underneath his older brother's punch. "The link between the two of us, it wasn't supposed to happen. There was no need for you to come here."

"But, I'm here," Spider-Man said. He blocked Kaine's fist and twisted it behind his back. He punched him in the back of the head. "And I come where I'm not wanted a lot."

Kaine was launched across the hallway. Spider-Man created a wrecking ball with his webbing and slammed it into Kaine's chest, knocking the wind out of him.

Caitlin grabbed him around the waist suddenly. "Sorry….need….heat….badly!"

She drew body heat away from Spider-Man, until she was pulled off by Jessica.

Caitlin pulled away. She looked like her normal self, her hair darkened. Her skin was a little pale, but she wasn't too bad.

Spider-Man pulled himself to his feet. He felt a little cold, but the warmth came back to his body.

"I should have killed him," Caitlin muttered. She stood there, eyes widened, and shook her head. She wasn't sad he was alive, but surprised might have been a word.

"Back into your cell," Kaine said.

"NO!" Caitlin yelled. She closed her eyes and caused a blizzard to manifest, which filled the hallway with flying snow and ice.

The problem went from bad to worse. Spider-Man struggled to move forward.

Something told him Earthquakes weren't in her power set, so there was another problem he had to deal with. Just another day in the life of Spider-Man.

* * *

**To Be Continued on October 18** **th** **, 2015.**


	58. What We Become

**Chapter Fifty Eight: What We Become.**

* * *

 

Peter Parker experienced the joys of a New York winter. This might have been far worse if he had to hazard a guess. The choking combination of snow and ice backed him off and practically blinded him. You add in the Earthquake which manifested all throughout the base and things got much worse.

"Something tells me she's not going to be able to shut off her own powers," Spider-Man said. He could sense the signs of a super powered person who was freaking out because of her powers.

Kaine slipped underneath the stone, where he was buried. Jessica and Theresa exchanged a look with each other and could see a large chunk of ice bounce up out of the ground. They dodged the attack and the ice smashed to bits on the other side.

"Right, got to warm things up," Spider-Man said. He was looking for something, anything to help him.

The problem as he saw it was Spider-Man sank knee deep in snow. Actually he was more than knee deep to be honest. The snow was coming up to his waist and it was very difficult for him to hold his hands up over the snow.

He honestly had to try. He could feel the cold air straining his lungs.

"NO!" Theresa yelled. She closed her eyes and the snow blasted off of the ground. She smashed the wall and allowed them an exit.

The three spiders slid down what were practically an incline incline and they dropped down onto the ground.

The wind had been knocked out of Spider-Man. He could feel his spider sense buzz and his head slowly lifted up.

He knew exactly why his spider sense had gone off. He saw Mister Sinister turn around. There was a young woman strapped on the table. He spotted Doctor Kafka who was terrified and the collar strapped to her neck was why.

"Mutation, it can be curious," Sinister said. "I was always curious about the OZ. I wasn't the only one."

"You replicated the OZ?" Spider-Man asked. He had suspected Sinister had the ability to do so and thoughts of doom entered Spider-Man's mind as his worst fears came to life.

"Yes, SHIELD was studying Norman Osborn's body and replicated the formula," Sinister reminded them. "And Milton Fine had access to the SHIELD database and my partnership with him was obvious. HYDRA never bothered to open up this door, but they always had a tunnel vision."

Spider-Man, Spider Woman, and the Dark Spider all rose to their feet. There was the pitter patter of not so little feet. Blockbuster, Vertigo, and several other minions turned up. They were surrounded by a ground of Marauders.

"At first, I thought it was the X-Gene, but my experiments indicated it has to go with something else," Sinister said. He watched his Marauders swarm the group. Soon, several DNA samples would be put in front of him, for further study and future experimentation.

The web slinger jumped into the air and kicked Blockbuster in the back. Spider Woman nailed Vertigo with a venom blast and doubled him over. The Dark Spider picked up a large pipe and nailed one of the Marauders and ripped his head off.

"But it's something else entirely," Essex said. He leaned back and watched his faithful minions prepare to pick them apart. "The X-Gene is powerful, but there are other genes out there makes someone special. And the OZ formula is the perfect means to get out special ability within you, as you have proven."

"What are you talking about?" Spider-Man asked. He slammed Blockbuster down into a chunk of ice had been knocked into the ground. Snow still blew about around the lab.

The web slinger propelled himself up and shot a web line at one of his enemies.

"I'm not sure how familiar you are with the meta gene," Essex said. "But there will be no time to lecture you about it when…"

The Dark Spider tried to knock a vial of acid towards Essex. Essex avoided the attack and snapped his fingers.

Kaine pushed the Dark Spider down. He grabbed her around the throat and slammed her down onto the ground.

Spider-Man bounced off of the cart and slammed off of it. He twisted around and launched a web line and dragged him over. He drilled him with a kick to the chest and flipped onto the ground.

Kaine pulled himself to his feet and two lines of webbing met each other. There was a tug of war between the two of them. Spider-Man skidded underneath his attack and jumped on his back.

The mask came off, and he fell down to one knee. The web slinger stepped back and he saw the distorted face. It looked like his, but at the same time, with Kaine pulling himself to his feet. His mouth twisted into a devious grin.

"Do you understand why I work with Essex now?"

* * *

 

Gwen felt nothing, but a never ending amount of static going in her ear. She shook her head when she leaned back.

Chloe sat behind her and frowned.

"So, any luck?"

"If I had any luck, it would be bad luck," Gwen said. "There's something here jamming the signal underground."

Gwen was trying to figure out whether or not Peter was in trouble. He was following a lead of his own.

"Peter slipped a tracer on Vertigo, didn't he?" Chloe asked. Gwen frowned and she nodded in response. "So, maybe you could trace the signal, and find the person in question."

"Well, a good thing, but the tracer is keyed into Peter's spider sense," Gwen responded. She placed her hand underneath her chin and frowned deeply. "Despite all of the ways the OZ has evolved me, I don't have the spider sense."

"What, you've….you've got another power upgrade?" Chloe asked.

"Really not important right now," Gwen said. She was bringing up the computer. She couldn't trace the spider tracer, but she could trace the suit.

The unique biology system blinked onto the system. Gwen could really not make heads or tails of what this entire mess was.

"Hmm," Gwen murmured underneath her breath. "Hmm."

Gwen's hmming caused Chloe's eyebrow to rise and she asked the very obvious question. "Is the good kind of hmm, or the bad kind of hmm."

Gwen shrugged and shook her head. "I don't know what to really make out of this. I wouldn't be so worry if the moment Peter slipped into the facility, his communicator went dead."

Gwen made her way to the closet and pulled it open. She pulled out a tube and placed it into her hand. Chloe was looking rather curious about something.

"Is it what I think it is?" Chloe asked. "Does it work if it is?"

"It's more of a prototype than anything, but it should give me the extra punch I need, if I run into Essex," Gwen said. There was no need for either of them to ask about the probability of her running into Essex. Knowing how dangerous this entire situation was, it really looked like it was probable they would run into him. "I'm just hoping I don't have go far, if at all possible."

"So, it's not tested yet?" Chloe asked. Gwen raised her eyebrow and Chloe sighed. "So, I don't suppose you will….."

Gwen cut her off. This was not the time to second guess the plan. Especially given everything was in stake.

"Look, Chloe, I need you to be my eyes and ears in there. And I need you to see where the point where the communication link breaks."

"Right, I've got it," Chloe said. She frowned when she looked Gwen straight in the eye. "But, you know….."

"Yes, I know it hasn't tested," Gwen said. She placed her hand on Chloe's shoulder. "But, the best way to test it is out on the field. But, I'm confident it's configured right. If I have any need to use it."

Chloe frowned. She thought Gwen was being frustratingly optimistic at this point. Of course she would have to use it.

"So, I suppose it's time for me to wish you the best of luck," Chloe said. The statement caused Gwen to frown. Chloe sighed. "I know, I shouldn't wish you any luck, because just going to end up jinxing you."

Gwen sighed. She was grateful for the wishing of the good luck, but she really hoped Chloe didn't jinx her. Chloe slipped on the headset and sat in the mission support chair.

"Just like old times again," Chloe muttered. "And just one more thing."

Gwen turned around and asked Chloe with the one more thing was. She frowned and Chloe jumped in with the obvious. "Do you think you're walking into a trap?"

Gwen didn't say anything. Chloe shrugged and responded. "Okay, obvious much….but you know what you're doing."

* * *

 

Peter Parker found himself strapped to the table, along with Jessica and Theresa. They were set up on the tables, and surrounded by dangerous tools. Kaine waited in the shadows, his unmasked face showing his face which was practically melting.

He didn't know how the circumstances.

"Once, I get your suit removed from you," Essex said. "I will dissect you and keep your organs for further study. The OZ formula will be prepped. And when I'm done, Miss Johnson will be injected with the OZ formula. I wish to see what would happen with someone when someone with active powers gets injected with the OZ formula."

Spider-Man coughed and spasmed. He could feel himself grow uncomfortable underneath the intense heat. And he was bombarded with a never ending blast of sonic energy.

The suit screamed.

"You won't survive once I separate you from the suit," Essex said. "But your DNA will live on and will lead to a new evolution."

"Yes, ….and that…makes me….so happy!" Spider-Man said. The two spider themed heroines looked about ready to be carved apart.

"You've forgotten about one thing. The unexpected!"

The windows broke open from above them and Deadpool showed up, firing a gun into the room. He took out several of the Marauders, dropping them to the ground.

"Okay, Essex, you and I, we've got a score to settle," Deadpool said. He pulled out a sword and went after him. "I'm here to kick ass and chew bubble gum, and you better believe I'm all out of bubble gum."

_'Rest in Peace, Roddy.'_

Deadpool started to hack his way through the merry Marauders and he worked his way closer to the final boss. This was pretty much your average Saturday night for him, destroying some minions here and there, and fulfilling an assassination contract on some bastard.

Caitlin crawled into the lab, pulling herself up to her feet. She was hungering for body heat, after the taste she got. Her body heat faded the more than she used her powers.

Spider-Man and the suit continued to scream. Someone needed to turn off this machine, or he was going to be separated from the suit.

' _I can't hold on for much longer,'_ the suit said. _'Sorry…..I'm really sorry I'm…..'_

The sonics slowed down. Spider-Man could breathe a little bit more easily. The straps broke and he slid himself off of the table. He tried to break free, but Essex knocked him down onto the ground.

"You cannot stop what the future is," Essex said.

Suddenly, the ground started to rumble beneath them again. Spider-Man rolled over. He felt a sick sensation through his stomach and he was about ready to throw up. He pulled himself to a standing position.

Deadpool jumped into the air and stabbed the sword through Essex from behind.

"Stay down you sick bastard!"

Essex was bloodied and suddenly, the ceiling started to crash in, collapsing the lab.

"No!" Caitlin yelled. She was kicking up a snow storm in the lab.

Peter turned around and saw Gwen, who had undid the straps holding Jessica and Theresa. Gwen closed her eyes and used her telekinesis.

"Okay, just calm down," Gwen said. She could feel her power pump through her body. Her heart was beating against her chest. "Don't worry, we're here to help you."

"You got to get out of here!" Cailtin yelled. She could feel herself getting dragged underneath the snow, and her powers were getting out of control.

She was turned into a frozen popsicle. Spider-Man rushed towards her in an attempt to dig her out of the snow.

Jessica and Theresa released Daisy from her restraints. Her eyes were glazed over and Gwen pushed open the doors, and helped Doctor Kafka up and out.

The hand of Essex pushed its way out from underneath the rubble.

"You're kidding me, right?" Gwen asked. She could see Essex further dig himself out and she closed her eyes. Several heavy objects fired from the sky and further smash Essex down.

"Here," Jessica said. She injected Daisy with a sedative. Time passed before the sedative, coupled with moderate help from Jessica's pheromones, caused her powers to calm down. "It's time for us to get out of here."

Deadpool already left, now his job was done and the place looked like it was seconds away from self-destructing. Jessica and Theresa were out, helping a sedated Daisy out.

"Come on, we need to leave!" Gwen yelled. She was growing extremely frantic and worried when Peter was standing down there, his mouth open. He looked down to the point where he saw Caitlin dragged underneath the snow. "There's nothing you can do!"

"I'm not leaving here without everyone, you go ahead!" Spider-Man yelled. He rushed in, but suddenly, he saw Kaine jump in front of him. "No, I don't have any time with this."

"You need to leave," Kaine said. He ducked behind Spider-Man.

"Not, yet," Spider-Man grunted. He felt Kaine's arms wrap around his neck and Kaine put the pressure on his throat. The web slinger was forced down onto his knees.

The next thing he knew, he was lying on the docks outside the lab. The lab went up in flames.

"Guess I didn't get to use it," Gwen muttered. She bent down to check on Spider-Man. "Sorry, you couldn't save her."

Peter was about to go back, but everything around them sunk into the ground. The tunnels leading to the insides were likely going to be collapsed where they were.

The only good thing to come out of this entire mess was they were pretty sure this was going to be the end of Mister Sinister.

* * *

 

Peter recovered from the ordeal. He tried to put everything together everything in his mind. Essex's lab was destroyed. Was this the end of Minister Sinister? The web slinger couldn't say. There was no way Essex could have survived what happened. At the same time, anytime anyone said a villain couldn't survive some ordeal, it made them look like an idiot.

Most interestingly, Deadpool appeared and kicked some ass. The man did in fact have some style, even if he was out of his mind.

' _Then again, I don't have much room to talk,'_ Peter said.

Therea sat down and handed Peter some chocolate. He took it. Ever since his ordeal, he was having an intense craving for chocolate.

"So, is it the end of Essex?"

"I wish I could tell you for sure," Peter said. "Are you sad you weren't the person who killed him?"

"Before the island, I would have been enraged," Theresa said. She spoke in an extremely calm voice. "But after the island, I think I'm at much more ease. There's a part of me which will always be scarred by him."

"Someone like Essex, he's always going to leave his mark with you," Peter responded. "So, are you going back?"

"Yes," Theresa said to him. "I have a lot to learn….and you don't need to tell me I always have a place here."

She took a piece of chocolate for a moment and slowly slipped it into her mouth. She chewed on it calmly.

"The fact I don't have to tell you does mean a lot," Peter said. Alura showed up, walking out of the lab. "So, any progress?"

"Daisy has had the toxins flushed out of her system," Alura said. She sounded extremely somber. "She does have a long road to go, but she'll be back on her feet. And Doctor Kafka has been freed. She hasn't had anything put into her."

"Good," Peter said. "Thank you."

"Not a problem," Alura said. There was a ding on the elevator and the doors of the elevator slip open. The imposing figure of Amanda Waller showed up.

Peter got to his feet and Waller approached him. "What do you think you're doing?"

"I know what I should be doing," Peter said. "I should look into getting some better locks, or security."

"You have one of my agents," Waller said with her usual charming demeanor.

"Yes, one of your agents you left for dead," Peter said. "I didn't see any extraction team anywhere. But then again, given her gifts, you saw her as an expendable agent, didn't you?"

"Hand her over, Mr. Parker, or I'll see you exposed to the world," Waller said.

"You really think you're going to do , don't you?" Peter asked. "I think you should be more worried about the fact people might find out the government is using criminals and some heroes as their own super powered army. I wonder what the United States people would think about what you're doing , if they would sleep safely at night. I wonder what our enemies would think about . You see, you might think you're different than Fury but….."

"Enough," Waller said.

"I'll make you a deal, Waller," Peter said. His pupils shifted black for a second, before he calmed down. "You stay out of my face, and I don't expose your little black market super villain gang. When Daisy's recovered, I'll let her leave, if she wants to."

"You're playing a dangerous game, Mr. Parker," Waller said. "You don't have the spine to finish it."

"Well, there are people who could finish you, they will end you, if something happens to me," Peter said. "So, don't rock my boat, Waller. Because I've made some friends would hate to see anything happen to me."

"Fury spoke extremely highly of you," Waller commented. "I'm beginning to see why."

Peter didn't know whether feel flattered or feel disgusted about what Waller said . He decided not to say a word and just let Waller take her leave, giving him a dirty look.

Theresa was giving Peter a curious look.

"So, too far?"

"No, I'm surprised you actually went this far," Theresa said. "Shows how far you've come, but I hope you'll able to back it up."

There was no further discussion on matter, when there was a call. Peter got to his feet and took it instantly.

"Yes?" Peter asked.

"It's me," Helena said. "I spotted an associate of one of your enemies here in Gotham City."

It was short and to the point, but at the same time, Peter appreciated it. He wondered who it could be. He was pretty sure Helena was going to inform him sooner rather than later regarding the identity of who it is.

"Who is it?"

* * *

 

Cailtin's eyes flickered open. She was surprised because she half expected to be dead. It felt like things went to black without her.

"Your own powers could have killed you, but instead they saved you from certain doom," a calm voice said. Caitlin turned her head and she peered into the eyes of a middle aged man with brown hair. "You're very lucky to survive. Most of the people who received the OZ formula didn't. Even those who had the meta gene didn't survive as well."

"Who are you?" Caitlin asked.

"Warren, Doctor Miles Warren," he commented.

"Weren't you let go of OsCorp….for some questionable practices," Caitlin said. The scientist became very guarded.

"It was merely a conflict of interest," Warren responded. He looked at Caitlin in response and frowned. "So, you're feeling well?"

"Sore," Caitlin said. There was an inhibitor band wrapped around her wrist and the band started to glow.

"Good, you're on the mend," a woman commented. She had blonde hair and stepped forward. "We can begin your therapy today."

"Therapy?" she asked.

"Yes, my name is Doctor Karla Sorfen," she explained. "All people who are going to join the Suicide Squad need to be in perfectly sound mind."

"Suicide Squad?" Caitlin asked. The Suicide Squad wasn't a name caused her a great deal of comfort.

"Don't listen to that name, the Suicide Squad is not its official name," another voice said. "Welcome, Doctor Snow. You have great gifts and you can use them to serve your country…..against one of the greatest threats the world has ever seen, the biggest of which being the Avengers."

Caitlin was confused.

"Aren't the Avengers the good guys?"

"Let me tell you a story about Tony Stark."

* * *

 

A dark skinned woman dressed in a leopard print outfit, placed a book down. She drew symbols on a piece of stone.

Soon, revenge would be accomplished against the spider. She was going to raise him from the swamps.

The woman known as Calypso could hear the growling.

"Solomon Grundy, born on a Monday."

* * *

**To Be Continued on October 25** **th** **, 2015.**


	59. Grundy's Night Part Two

**Chapter Fifty-Nine: Grundy's Night Part One.**

* * *

Peter Parker heard some fascinating stories regarding Gotham City and he was going to see if half of them were true. There was crime during the day, there was crime during the night, there was crime twenty four hours a day, seven days a week, and three hundred and sixty five days a year. He was into the subway, dressed as Spider-Man. He was half ready for trouble, because this was Gotham City.

He turned up and waited for Helena to join him. It went without saying there was a reason why all of costumed crime fighters from Gotham City ended up being so high strung.

"You're here, good."

Those words caused Peter to nearly jump up. He saw Helena show up and she was not alone. A gorgeous dark haired woman, dressed in a white top, a jacket, and extremely short, tight fitting black shorts approached him. The most obvious part drew Peter's eyes to her was the fishnets covered her legs.

He shook his head to clear his thoughts. "Hello, I'm afraid I don't have the pleasure…."

She smiled and extended her hand forward to shake it. "Zatanna….Zatanna Zatara, and you must be the friendly neighborhood Spider-Man"

She shook hands with him and there was a spark of energy flowed between their hands. Peter pulled his hand back, surprised. She gave him a smile. He recognized the name. "As in the famous escape artist, John Zatara?"

Zatanna responded with a nod in agreement. "Yes, my father, he taught me everything I know. Not everything he knew and now….he died a couple of years ago. It was a home invasion."

"Oh, I'm really sorry to hear your father died," Peter said.

"Yes, thank you," Zatanna said. "The real problem, even beyond my father dying was someone decided to pilfer some of his personal effects from his home. There were some books was in his possession which were both important to him and extremely dangerous in the wrong hands."

Peter had a very bad feeling about this. "Define dangerous."

Zatanna took a moment to consider what she was saying. "Well, in the wrong hands, they could mean the end of the world as we know it. It's extremely powerful and very dangerous magic, the likes of which were not meant to be tampered with by anyone."

Peter was honestly afraid of learning information like Zatanna talked about. The magic part already put him on edge. As a man of science, magic really wasn't his thing. Anything couldn't be explained by science was something threw him off his game and his few experience with magic proved without a shadow of a doubt how much it bitch slapped physics in place.

"So, I take it you're not comfortable with magic," Zatanna said. She placed her hand on Peter's shoulder.

"Not, particularly," Spider-Man admitted. "At least not all of the time. What gave it away, anyway?"

She laughed. "Well, it could be the fact you have the same look on your face a lot of normal people do when they are confronted with the prospect of dealing with magic."

"So, I'm transparent?"

Zatanna smiled and crossed the room, looking at him. "Yes, a little bit, but…..you know, not a bad thing. And I'm sure given half of the chance, you can be enlightened on some of the benefits magic offers."

She crossed the room and she smiled, looking at him. Helena cleared her throat for anything could happen.

Helena really hoped Peter would get his pheromones under control. Granted, it was his instincts, but still.

"Right, this is serious," Zatanna said.

Helena nodded in response. She pulled out a portable computer and pressed a button. A three dimensional image showed a dust covered shop in Gotham City. Zatanna gasped when she noticed one of the books on the shelf. It belonged to her father and it was one of the books had gone missing after his death.

As much as she wanted to say something, it was not done. There was a woman dressed in a hooded top. Peter noticed her movements looked familiar. He frowned when he viewed her and he had a very bad feeling about this.

The woman approached the clerk at the desk. The footage didn't have any sound, but it was obvious the clerk was not buying what this woman wanted. And he issued a threat.

A dust cloud blew in his face and he started gagging. He dropped to his knees. The woman walked over and grabbed the book off of the shelf, sliding it into her hand.

Her hood fell down for a moment and Spider-Man grew tense. It had been a while since he had run into this particular woman.

"Calypso," Peter muttered underneath his breath.

Zatanna blinked and she looked at Peter in surprise. "So the two of you have met before?"

"Yes," Peter informed her. "It was a while ago….she was a supposed lover of one of my enemies, Kraven the Hunter. And she took offense to the fact the Hunter's obsession was on me, so she decided to take out her aggressions on me."

Spider-Man beat her, and he sent her packing. The web slinger thought he would see her again after Kraven fell, but he ran into his daughter. Thankfully, Peter and Ana had come to some kind of understanding, with a little help of Laura.

"And now she's in Gotham City and she has her hands on one of my father's books," Zatanna said. "I don't like this."

"If you don't like it, then I really don't like it," Peter said.

He had no idea what the Voodoo priestess was up to, but he had a keen suspicion he wasn't going to like it.

"You know what tomorrow night is?" Helena asked.

"Halloween?" Peter asked. "All Hallow's Eve…a night where the spirit world and the real world are closer in line."

"Yes, but do you know what it is in Gotham City?" Helena asked.

Peter racked his brain for an idea, but he was coming up as a blank. He hated when his intelligence failed him.

Helena answered his question for him. "Halloween is Grundy's night."

* * *

Ana Kravinoff made her way to Gotham City. The daughter of the hunter felt disturbed the moment she entered this city and it put her on edge. Her nerves were pretty much shot.

She was tracking one woman, Calypso. was a woman who caused Ana's skin to crawl instantly.

There was another reason why she was over here. She heard a rumor regarding the swamp zombie known as Solomon Grundy. There were tales of him being raised every Halloween night to cause terror all over Gotham City and wreak his revenge on them.

It had passed midnight; the bridge from October 30th to October 31st concluded. It was All Hallow's Eve right now and Ana hunted for the witch.

She walked down into one of the older, more worn parts of Gotham City. She saw a group of thugs approach her. They wore bandanas over their faces and approached her, with sneers crossing their face.

"Hey, baby girl, you're a little far from home, aren't you?" one of the thugs asked. He pulled a knife on her. "You must be new in town, so you got to know when to pay the tab."

Ana rolled her eyes. She couldn't believe they dared pull a knife on her. The daughter of the hunter pulled out a large hunting knife and she stabbed the leader of the gang in the chest. He doubled over, the blood dripping down from his chest.

"Gotham City is just another jungle for me to master," she informed them. The other gang bangers backed off. "I'm looking for Solomon Grundy."

The statement caused the formerly hardened gang members to look all horrified and one of them started to sputter out. It would be almost comical if it wasn't pathetic. "You're looking for Grundy…the Grundy….big bad Grundy!"

Ana thought these pathetic creatures should be put out of their misery as soon as possible. They were not fit to be men, not like her beloved Spider.

"Yes, I'm looking for the monster known as Grundy," Ana said. She sounded rather bored when she spoke, likely because she was.

She heard the legends, but she wished to treat this like another hunt. It was another day should and could be seized by her.

"No one looks for Grundy," one of the gang members responded in an awed voice. "He ends up finding you."

Ana didn't really know what to make about what the goons said. Another smell stirred up her interest. It was the smell of incense and it attracted her forward.

She saw Calypso sitting down, cross legged, completely in the nude. There were strange markings around her.

"So, the daughter of the hunter chases me," Calypso said. "Does it eat you up deep inside child? To know I tended to your father's needs, even greater than your mother could have ended up doing so. Have I given you ample reason for you try and chase me?"

Ana thought she might not have another chance to take Calypso down, but there was something about her aura was stunning and it prevented Ana from making her next move.

"You're curious, aren't you? You could end the hunt, but you do not know why I'm in Gotham City. It's why you haven't put your knife into my throat just yet."

Ana took a step back. She couldn't help, but be curious. was in the nature of the daughter of the great hunter.

"Your father, he was a wonderful man, full of many talents," Calypso said. "He was strong, he was an inspiration to me, and what I could do. I could not say enough wonderful things about what he is capable of doing. But I'm certain you could imagine his many attributes. You have some of his skills, but you will never fulfill the destiny he is destined to fulfill."

The daughter of the hunter wondered if Calypso was losing her mind. She started to hum underneath her breath, rocking herself back and forth.

"My father is dead," Ana said.

"His hunt is far from over," Calypso argued. "I will use this as a test run to bring your father back from the beyond. And his hunt will conclude. The spider will perish at his hands."

"My father is at peace, you can't do this," Ana said. She could not believe this.

There was a thundering rumble and Ana looked up. She aimed a crossbow and fired a bolt at an enemy.

Ana's attacks didn't have any effect. Ana looked up and she came face to face with the one and only Solomon Grundy. He was over eight foot tall, outweighed her by many hundred pounds, and didn't have any concept of pain.

"Solomon Grundy, the fabled zombie, and it just so happens tonight is Grundy's night," Calypso informed Ana. "If it was up to me, you would have a head start, but it's not up to me, I'm afraid."

Grundy stepped back and he tried to smash Ana. Ana barely slipped out of the way and Grundy was about to smash her.

Ana rolled out of the way of Grundy's attack and he tried to curb stomp her. Ana slipped out of the way.

The young huntress needed to find a way to keep away from this force of primal nature. Beasts were one thing and easy to hunt in their own way, because they kept an established pattern. Pure primal forces of nature like Grundy were another thing entirely.

Calypso watched Ana slip off into the shadows. The witch kept her eyes on the daughter of her lover, licking her lips.

* * *

"So, is it just me, or does this place give me a serious case of….well ick….."

Spider-Man swung on in, with Huntress and Zatanna following him from behind. Barbara was playing the mission support role. It was just like old times for again.

"Well, you are in Arkham Asylum," Barbara said. "Even if it got shut down after the big fire all of those years ago…..and if the big fire was an accident, I'd eat my laptop."

As much as Peter would have liked to see Barbara eat her laptop , the problem was she was right and her being right was the scariest part of it. He stepped onto what he thought was terrifying.

"So?" Peter asked. Helena raised her eyebrow and indicated her attention was fully on Peter. "Do you think this place is better or worse without the inmates inside?"

Peter heard one of the slightly busted gates creak in the wind.

"It depends on what your definition is of better," Helena said. "If your spider sense goes off, it's likely for a good reason here."

Peter nearly swallowed. He could see it had been abandoned. There was nothing lightning their tunnel, except for the night vision goggles they wore.

CRUNCH!

Everyone heard the sound of Peter's foot coming down across the top of very human bones.

"And you must be near Croc lived," Barbara said in a nonchalant voice. "He wasn't found after the big fire….for all I know he could be deep underneath Arkham still, roaming the tunnels….waiting for unsuspecting souls to come here."

Peter heard of this particular urban legend before. "Croc….as in…..?"

"Killer Croc, Waylon Jones, a mob enforcer, former wrestler, and suspected cannibal, he is a man of many talents," Barbara said. "He had a mutation left him horrifically disfigured as well….kind of like those mutants are rumored to be hanging out in the sewers of New York City, and I don't mean the four turtles and their rat sensei either."

"I didn't think you would," Peter said.

The situation they were in aside, he was glad for the tension to be broken up, because it was extremely tense. A dripping sound greeted the entire party as they combed over the tunnels.

Zatanna stopped short and she turned around. She closed her eyes and pulled out a pendant. She waved it in the air.

"Something's very wrong here," she muttered.

"In Arkham, goes without saying," Peter replied to her. She turned towards him, looking extremely serious.

"Maybe it is haunted?" Barbara suggested.

Peter was about to argue about ghosts being implausible. But since he was a mutate given powers by a genetically altered spider, wearing a suit made from his sisters DNA, and chasing a swamp zombie who was resurrected by a witch, with a woman whose father dressed like a bat and another woman whose father was a magician, perhaps he shouldn't be talking about how implausible things are right now.

There was a grunt and someone staggered down the tunnels. Peter turned around and saw the girl collapse to her knees before him.

It startled Peter to learn the girl who collapsed in front of him was none other than Ana Kravinoff. The daughter of the great hunter looked to be severely beaten.

"Ana?" Peter asked. He didn't like the looks of this, and he wasn't the only one.

She grabbed onto his ankle and tried to pull herself up. Ana looked like she had been through a hell of a battle and it was hard for her to get to her feet. Somehow, she made it, even though she was scratching and clawing in an attempt to get to her feet.

"Grundy, Grundy!" Ana yelled.

"Wonderful," Peter said. They knew this naturally, but this just put perspective on this dangerous situation they were in.

"CHRISTENED ON A TUESDAY!"

Grundy smashed through the wall and went right for Ana. Spider-Man propelled a large piece of debris at Grundy. It smashed into him, but only decided to slow him down.

' _He's like the Hulk on a really bad hair day!'_ Spider-Man thought. He created a wrecking ball with his webbing and wound up.

Helena pulled up Ana's dead weight body. Grundy ran over Spider-Man and continued to go over his prey, with a single minded objective.

Spider-Man jumped on Grundy's back. He lifted his hands and delivered a bell clapping, banging his heads on Grundy's ears! Grundy howled with misery and Spider-Man jumped off. He kicked Grundy hard in the face.

"Married on a Wednesday!" Grundy grumbled. He tried to nail Spider-Man with a section of the pipe. Spider-Man dodged it.

"Oooh, you've been gone for a long time," Spider-Man said. He dodged Grundy's whirling fist. The web head peppered his enemy with a series of punches, but it only served to piss Grundy off. "You really need a breath mint, badly."

Helena nailed him right between the shoulders with a bolt from her crossbow. Spider-Man nailed him with a stinger from the other side.

He would have liked to say he won, but he knew better somehow. Grundy rose to his feet and gave a loud howl, and smashed Spider-Man in the chest, knocking the wind out of him.

Zatanna raised her hand and placed a dome over Grundy. It slipped over the top of him, holding him instantly. Her knees buckled when she tried to hold it.

"Can't…hold it…for much longer!" Zatanna said. She saw another problem. The tunnel started to collapse and was brought down onto them.

Spider-Man got to his feet and could see Grundy standing on some rotted planks. gave him an idea. Spider-Man propelled himself up and brought his full weight down on Grundy.

Grundy was sent crashing down through the planks. Unfortunately for him, Spider-Man was sent down as well, landing onto the ground.

Spider-Man skidded to the stop, landing next to a human skeleton. Dropping down here was not the ideal resting spot and just upped the creep factor in this situation.

Grundy pulled out a large hunting knife and swiped the palm of his hand. He reached through a portal and grabbed Ana by the ankle, pulling him through.

"Grundy's night!" he growled. He waved his hands and the bones started to come to life.

Spider-Man had a problem. He didn't know Grundy could perform an attack like he did.

' _Calypso's spell must have granted him intelligence,'_ Spider-Man said. _'Oh the last thing I need, a super strong swamp zombie with an IQ. The grey Hulk is enough.'_

Spider-Man propelled himself and knocked over the skeletons. They were just a distraction to divert him from whatever he was going against. Spider-Man avoided a bone sword being sliced into his body.

"Sorry, I can't play boys, but I've got a swamp zombie to catch," Spider-Man said. He webbed onto a large boulder. He wretched it from the wall and rolled it like a huge bowling ball and smashed the skeletons.

The Skeletons were reduced to busted toothpicks. Spider-Man made his way up and he left.

* * *

Calypso rocked herself back and forth. A grin crossed her face when she prepared for her next move. She eyed a wooden statue.

"The stars are aligned tonight, soon the great hunter returns," she narrated.

The door opened and Grundy returned, dragging the battered form of Ana Kravinoff. Calypso leaned down and smiled.

"A life for a life, you will allow your father to return and resume his greatest hunt, "Calypso said. "Tonight, on Grundy's night, the world will…"

"Yeah, talk, talk, talk, all you ever do."

Spider-Man turned up and dropped down onto the ground. Calypso looked rather amused by him.

"Spider, I hoped you would come," Calypso said. "You will be the perfect gift to present to my beloved when he returns."

A medallion was held up, and Spider-Man felt weakened and disoriented. A surreal wave of colors and lights bombarded over him and threatened to split his skull open. He thought he was going to hurl. There was something splitting his cranium.

Helena slipped in the back way and held up a device in her hand. She pressed a button and released a low level sonic pulse.

The attack from the Huntress caused Calypso to stagger, and Spider-Man to jump up and web her against a wooden pillar.

His spider sense buzzed and he dodged huge swing of the fist by Grundy. Spider-Man couldn't believe he forgot about the big guy. Grundy charged Spider-Man. Spider-Man dodged the attack and jumped onto Grundy's shoulder. He drilled the swamp zombie with a series of stinging punches, bringing him down to one knee.

"Take him out, my pet!" Calypso said. She freed herself from her predicament.

Spider-Man caught look of a wooden idol. It was glowing and he thought it was controlling Grundy.

He swung over and smashed it.

"YOU FOOL!" Calypso yelled.

Grundy's head snapped back and a jolt of energy flowed through his body. He turned around and grabbed Calypso by the throat.

"GREW ILL ON A THURSDAY!" Grundy snarled. He launched Calypso back.

"Oh boy," Spider-Man muttered.

Spider-Man dodged Grundy smashing him into piece. He avoided Grundy's attacks and Grundy smashed his way through the wall.

Zatanna screamed and her scream was followed by her hitting the ground with a thud. Spider-Man webbed onto one of the pipes and swung over, pulling her out of the way, before Grundy could finish the job.

"I tried to freeze him, but it just made him madder," Zatanna said.

' _Wonderful,'_ Spider-Man thought. An unstoppable swamp zombie was released into Gotham City. _'Call the marines, call the army, call the air force….CALL THE HULK!'_

He didn't know who he was voicing this thought to, because no one could hear him. Regardless, Grundy was unchained and the only woman who might be able to help him was unconscious.

* * *

**To be Continued on October 31** **st** **, 2015(Grundy's Night)**


	60. Grundy's Night Part Two

**Chapter Sixty: Grundy's Night Part Two.**

* * *

 

Grundy stampeded out of Arkham Asylum and was now on a tear through downtown Gotham. The fact the civilians seemed so casual about his rampage really told Peter all he needed to know about what to expect in Gotham City. The madness overtook them so much a swamp zombie rampaging didn't really affect them beyond more than a casual glance.

It was one of those good news, bad news time of situation. The good news was Grundy should be easy to follow. It was hard to lose an eight foot tall, thousand pound, swamp zombie in any city, even Gotham. The bad news was he was going to leave an unbelievable path of destruction wherever he went.

Regardless of the fact, Spider-Man was on the hunt and he knew he didn't have much time before Grundy would cause some damage. He could leave no stone overturned.

Helena piped up in his ear piece, "Zatanna told me to tell you she needs to consult one of her books, but there's a pretty good chance she can stop Grundy."

"She thinks, or she knows?" Spider-Man asked.

It turned out Helena answered in her own usually sunny fashion, "Just do what you can to keep Grundy distracted and from hurting people. She'll do the rest."

Spider-Man thought it would be a lot easier if they knew exactly what Calypso did, but considering she was knocked out, finding out exactly what she did was going to be a borderline difficult thing for them to do. Never the less, the web slinger kicked up his movements and he frowned.

He could see an overturned car, parked in front of him and serving as a marker for Grundy's path of destruction.

' _Good news about Grundy is he doesn't have any goal I need to stop. The bad news is, since he doesn't have any goal, I have no idea what he can do. Boy, you really get in the tightest fixes, don't you, Parker?'_

Spider-Man mentally thought this would be some bad times in he allowed Grundy to slip away. The web slinger kept on the trail the best he could. His heart hammered hard across his chest and he peered over his shoulder.

He could hear the grunt and he knew it was show time. Spider-Man didn't need his spider sense to realize the trouble which came his way, even though it helped a whole lot.

_'Boy, he's worse than the Hulk after getting up the wrong side of the bed.'_

Solomon Grundy issued a loud howl. The ringing echoed in his head would not stop. Something happened and he came back all wrong. All he wanted for was the pain to stop, but because the enchantment went wrong, he couldn't do anything.

"Hey, Grundy!"

The swamp zombie's head turned to the side and it walked into two feet from Spider-Man rammed into its face. The swamp zombie staggered back.

It picked up a rotted piece of wood and tried to swing it at Spider-Man like a particularly grotesque club. The web slinger dodged the attack and the club smashed against the side of the building.

' _Okay, he's trying to kill me,'_ Spider-Man thought. The club again was brought down, but Spider-Man ducked it before it smashed him to bits.

The web slinger kept ducking the clubs when Grundy tried to nail him as hard as possible.

"Okay, you need a time out, Grundy!"

Grundy howled when he couldn't see. The webbing wrapped around his eyes and impeded his ability to see. He smashed through the side of a warehouse, trying to escape his own torment.

Spider-Man didn't much relish following the super powers swamp zombie all over the city, but at this point, he didn't have too many options.

His spider sense buzzed and sure enough, a large metal crate was hurled at him. The web slinger dodged the attack. Grundy ripped out a chunk of the wall and tried to hurl at Spider-Man. The web head dodged the attack one more time.

He jumped on the back of Grundy's neck and started to pop him with a series of punches. Grundy grabbed Spider-Man and whipped him down onto the ground

The web slinger bounced off of the ground and he dodged Grundy. Grundy smashed through a set of crates.

He nailed Grundy in the back with a well-placed venom blast. Spider-Man's attack only served to enrage the creature even more. Grundy rushed Spider-Man again, and Spider-Man caused him to go through a wall.

Spider-Man stumbled out onto the docks and collapsed. He could have sworn he was about ready to cough up his lung.

He had no time to lounge on the ducks. Grundy rushed him and Spider-Man dodged his fist. Spider-Man was on a platform in front of them, and there was a set of barrels resting on the platform. gave Spider-Man what he thought was a workable idea to take Grundy down. He released the release of the barrels. It caused the barrels to roll over and clonk Grundy on the head.

"Time to put you back down!" Spider-Man yelled.

He swung down but Grundy punched his way through the barrels. He gave a loud roar and caused spit and blood to flow in every single direction,"TOOK ILL ON A THURSDAY!"

There was a fire in Grundy's eyes horrified the web slinger. Spider-Man caught him with a kick to the chest and nailed him with a stinger. Two actions only served to make Grundy even madder and he raised his hands.

Helena dropped down and she had some miniature cannon device in her hand. She switched it on and it bombarded Grundy with a high intense blast of light. He screamed out loud and started to thrash around.

Peter allowed himself to collapse down on his hands and knees. He felt Helena's firm grip and she pulled him up to his feet, "I think I'll be fine. When the sensation of me trying to hack up my lungs finally passes me."

She didn't say anything, but backed off. Grundy's feet smashed through the docks and Spider-Man had an idea. He jumped up with all of the force he could and he smashed through the wood of the docks.

It caused Grundy to land into the murky depths beneath. Spider-Man webbed out of the way and pulled himself and Helena out of the way. He waited to see what was going to happen right now.

Did he do it? Did he beat Grundy? Could he finally take nice breath he had been waiting for and relax? Was he finally home free?"

A large rumbling growl answered all of those questions. was no, most certainly not.

* * *

 

Zatanna finished flipping through her father's tomes. Something had to be in here which could ease her burden and make her life so much easier. The raven haired magician bit down on her lip and frowned. There was no question about it, she felt like the pressure was on and she didn't know what she would do if she failed.

' _This has got to work,'_ she thought.

Zatanna kept flipping through the book and she found it. She didn't have much time. Switching her headset on she got in touch, "Do you think you can lure Grundy to the tunnel underneath 9th?"

"The one where the subway got shut down?" Helena asked.

Zatanna nodded before she clarified, "Yes. I'm pretty sure we can take him down if we work this one out."

"Oh, you're sure about this, are you?" Peter asked. There was a couple of things in his mind made him less than sure.

"Just do the best you can and….I guess I'll do the rest," Zatanna said.

This was the type of thing her father would do. Granted, as he told her in his later years, nine times out of ten, he was the one caused the mess he had to clean up. Still, she knew she had to take him down.

Zatanna hoped this would work. The barrier would enclose around Grundy and the teleportation spell would send him back home. At least she happily worked with this theory.

There was one minor thing it could do if she had failed to calibrate the spell properly, it would open a portal would release horrors would destroy Gotham City and then the world. It sounded like the words coming from a really bad super villain when she said them in her head, but it was never the less true.

Zatanna thought there was only a slight chance of happening, but you could never be too careful when you were trying to calibrate things like .

Regardless, she stood at the edge of the gate, preparing herself for what was going to go through. She had to admit she was kind of nervous.

The rumbling from above told her all she needed to know. They were getting fairly close.

Zatanna gasped when Spider-Man fell on the ground in front of her feet.

"I'm okay," Spider-Man managed.

She didn't think he sounded too okay, but there wasn't any time to worry about the dire consequences of what might be. Especially when you looked at the dangers coming around the corner. Grundy was the next person to came barreling down the tunnel and he didn't really look at the best state of mind.

Helena dodged Grundy's attack.

"GREW WORSE ON A FRIDAY!" Grundy howled at the top of his lungs.

"Yes, you have," Helena agreed. She slid underneath Grundy's attack.

She kicked him in the back of the leg as hard as she could manage. The brutal assault from the skilled woman doubled the swamp zombie over.

"Just a little bit to the left," Zatanna muttered.

The magician caught sight of the Helena glare of death she got from her father. She had been under this particular look a couple of times when she was younger and before the de-aging spell hit her most certainly.

Grundy smashed his way and was standing right in the midst of the orb. Zatanna held her breath. It was now or never. She lifted her hand and started murmuring the incantation.

Spider-Man looked up with a bleary eye. Helena grabbed him and escorted him out of the tunnel.

"It's best not to be in the way when she's preforming high level and complex magic," Helena said. Her hand gripped Peter's wrist.

Peter didn't need to ask why. He could see something amazing with the magic engulfed Grundy. Magic might not be his forte, but he knew enough to know enough to be fairly impressed by what he saw.

Zatanna closed her eyes. Grundy was extremely powerful. She had him trapped, all she needed to do was send him home.

It was the moment of truth for her. Was she fit to perform this spell or wasn't she? She channeled all of the magical energy.

"NRUTER!" she yelled at the top of her lungs.

It might have been a simple charm, but it blasted Grundy and did the trick. Her arm was shaking.

"DIED ON A SATURDAY!" Grundy bellowed. He felt an energy engulf him and a smile crossed the face of the Swamp Zombie, which almost caused him relief.

Grundy was getting sent back home. The balance was being restored. The pain looked to be over.

Zatanna collapsed to her feet and started to breath heavily. She performed a bit of powerful magic and while she was able to perform it, she didn't think it was any less draining. The fact the tunnel started to collapse caused her head to jerk up.

Spider-Man grabbed her and pulled her out of the tunnel. The three of them made their way upwards and outwards the tunnel.

The tunnel collapsed over the top of them, or where they were. Spider-Man, Huntress, and Zatanna looked at each other. The raven haired magician was the one finally broke the silence, "Well, I didn't think would end quite like, but I guess those old tunnels weren't able to hold up to magic, were they?"

"I don't think they would," Peter said. He was fully aware Zatanna pressed up against him. Her breasts felt so nice pressed into him and his hand traveled daringly down to her ass.

He knew why, her magic was running wild from the enchantment, and it was trigging his pheromones. He was trying to hold them back.

Helena cleared her throat.

"We need to pick up Calypso and get some answers on what she was hoping to accomplish."

* * *

 

There was some bad news when they returned to Arkham Asylum. Calypso vanished off into the night as soon as she appeared.

"So, she's still out there, doing….well she's doing what she does," Peter said.

Peter, Zatanna, and Helena returned to the penthouse Helena rarely used. It was a good halfway point to crash during a mission.

Zatanna was now dressed in a black tank top and a black leather skirt. She kept the fishnets, something Peter wasn't complaining about in the slightest. She was looking at Peter suggestively the entire way.

"Someone dressed like her, she's bound to draw attention, even if it is in Gotham City," Barbara chimed in.

"Yes, she'll draw plenty of attention to herself," Peter agreed. He leaned back and he relaxed.

He could feel some aches and pains in his body from the Grundy battle. Zatanna was looking at him, and she frowned, but didn't say anything.

"I'm going to go out in patrol," Helena said.

She wanted to make sure everything was fine. This was Gotham City after all and crime never slept, no matter what.

"She really does take a few cues from her father," Zatanna said. She whistled and added, "A few too many cues."

"So, you knew her father?" Peter asked.

"Yes, my father trained him," Zatanna said.

Spider-Man spoke up before he could stop himself, "You look pretty good for your age….no offense."

"I'd like to take what you said as the compliment it is," Zatanna said. She placed her hand gently on his shoulder. She could feel a tingle when she touched him.

She could see the web slinger was looking rather curious at why she was saying what she said, so she thought it would be a good idea for her to explain.

"A long time ago, I was attacked by an enemy. This was about seven years ago and he nailed me with a spell. He de-aged me into a teenager. Thankfully, I was able to age back to the young adult you see before me….but magic does have its own unique quirks about aging. Helps regress it enough"

Zatanna figured her enemy either accidentally de-aged her, or switched the mind of her younger self and her older self. Her mind remained rooted in the present day, but her body switched. She really hoped the de-aging curse was the case. She didn't relish the stress could be caused by an older, more experienced her, with the brain of her teenage self. The dangerous results of this caused Zatanna to shiver.

"You know, there are worse fates," Spider-Man said.

"I think the spell might have been intended to reduce me into dust," Zatanna said.

"You mean either age you to death or age you to the point where you weren't even born yet?" Peter asked.

Zatanna nodded and she looked at him, shrugging her shoulders, "Either way, it would be extremely cruel, wouldn't you agree?"

He would have to agree. He turned around and winced at the worst possible moment. caused Zatanna's eyes to fly towards him.

"You're hurt," Zatanna said. She spoke in a calm voice.

Peter shook his head, "Grundy really gave me a beating. I don't think I've ever suffered much punishment. Do you think it's some kind of magical thing?"

"To answer your question, it is," Zatanna said. The woman's eyes flashed with a mischievious twinkled. "Why don't you take off your clothes and I can take a look at you?"

His clothes retracted suddenly and he was wearing nothing, but a pair of boxer shorts. Zatanna placed her hands on her hips and looked at him, "It would also help you take off your mask too."

He did take his mask and Zatanna was blown away. He was really handsome and she shook her head. She could worry about after she healed him.

"Please sit down," Zatanna said. She maintained her more professional demeanor when she asked him to sit down.

Peter felt her hands run over his body and touch him. She kept running her hands over him, feeling his muscles.

"Just making sure nothing is torn or strain," she muttered. He gave her one of those looks to the side.

"Of course," Peter said. He could feel her hands work down lower and lower. He felt a tingling and he didn't think he could hold himself back.

Zatanna got a blast of his pheromones up close and caused her to feel really good, really daring. She cupped his crotch in her hand, "Just making sure nothing is damaged."

Zatanna's hand lingered on his crotch for a couple of moments and she took extra care to make sure everything is forward.

She leaned towards him and a wave of blue magical energy went through Peter.

"So tell me, how do you feel?" Zatanna asked him.

Peter half closed his eyes and his body shook. He shook his head to bring himself back to the conversation.

"I feels great," Peter murmured.

"I'm sure it does," Zatanna said. She got her way closer towards Peter and slowly kissed the side of his neck.

Zatanna's very eager lips lingered on the side of his neck, suckling the flesh on it.

Peter didn't stop her; in fact he wrapped his arms around her and wrapped his arms around her tightly, having her straddle his lap.

"So, does this particular charm have any side effects?" he asked.

Zatanna responded by kissing him intensely. Her tongue slid into his mouth and he fired back, kissing her. His hand ran over her legs, running all over the fishnets and cupping her ass underneath her skirt.

"There might be," Zatanna said in a husky tone.

Her nipples were extremely hard and the fact she grinded her curvy body against Peter's made it extremely hard for him to say no. His hand tensed up her leg when he started to kiss her even more intensely.

Zatanan thought this would be a good night. She had no idea the pleasure was going to follow her sooner rather than later.

**S-S-S**

Zatanna writhed underneath Peter's grip. The magician felt her fingers push back her panties and part her thighs. Peter slid one finger inside her and followed it up with a second finger. She closed her eyes and she could feel him really manipulate her.

"Oh you hit a good spot," Zatanna said. She could feel Peter's hands undoing her top and pull back her blouse.

He revealed her bra clad chest, with a black lacy bra with her tits spilling out. Peter smiled when he took a nice look over her, "A very good spot."

Zatanna felt his mouth on her tits when he pumped his fingers into her. It was so obvious he knew what he was doing, she just laid back and enjoyed the show.

He switched positions and she was laying on her back on the bed, in all of her nude glory. Peter bent down over her and kissed her on her lips and kissed down her body. Each kiss caused pleasure to explode throughout her body and Zatanna could feel him.

She waved her hand and his underwear snapped off, to reveal his throbbing cock. She spread her legs, giving him an inviting entrance.

"Who would say no?" Peter asked.

Zatanna smiled, hair draping over her face, when she looked up at him, "Smart man."

Peter's throbbing head brushed over her moist lips. It was almost like her cunt was trying to engulf his penis and with magic, Peter didn't doubt it. He left the fishnets on and still ran them down her legs.

"Do it," Zatanna encouraged him.

She felt her legs part and Peter's throbbing manhood spike into her body.

"Damn, you're really tight," Peter groaned.

"Magic," Zatanna almost sang. She worked her hips up and allowed him to enter her over and over again. "But, no man has been inside my secret chamber, until you….a few women did though….if you catch my drift."

"I do," Peter grunted. He pushed out of her and slammed into her body. Her wet heat engulfed his tool, and he could feel pleasure, "I really do."

Zatanna wrapped her legs around him. She made sure he was close towards her. She could feel a jolt spread through her body every time Peter slammed into her hot and moist depths. It was causing her to breathe heavily.

Peter groaned. He could feel how sopping wet she was and encouraged him to drill her even harder. She dug her nails into the back of his neck, indicating she could in fact take it and Peter was glad she could.

He pulled out of her body and flipped her over on the bed. He was hovering over her.

"The back side is as good as the front, I see," Peter said. He ran his hands over her ass, "Really good in fact."

Zatanna wiggled her rear and Peter smacked it, "Oh, I hope you don't find my secret entrance."

"Not really much of a secret, is it?" Peter asked. He teased her and slid into her from behind.

Zatanna felt his giant cock stretch her out when it slid into her from behind. His hands rested on her ass and he pulled out of her and nearly slammed his way into her depths. Her smoldering hot center squeezed him and Peter nearly pulled himself from her.

He was almost out of her and he slid himself deeper into her. It was obvious she was being teased and tempted by this monster of a cock and Zatanna wasn't going to succumb to him easy.

"Oh you fucker, fuck me harder," Zatanna panted.

"Such a dirty mouth on such an elegant woman," Peter responded.

"Use me as your personal cock sleeve and fuck my pussy!"

Zatanna's words spurred him to ram into her from behind harder. Her eager walls expanded and released him. He could feel her pump him when he drilled her. He thought he was going to lose it.

Peter's hands explored every inch of her luscious body. The power of her pussy compelled him to go. And it also compelled him to lean forward and bite her on the neck, sinking his pheromones into her.

Zatanna became absolutely soaked and his cock felt like it was clamped in a delicious vice. Peter nearly lost it here. She was roughly jerking his cock with her inner muscles, trying to milk him. It was a good think he had spider strength, otherwise his dick would be paste.

"Keep this up, and I'm going to make a mess in you," Peter breathed.

Zatanna responded by pulling forward and jerking him with her tight quim, "Go ahead, I don't fucking care. Make a mess, shoot your cream into my nice pussy. Bury your amazing seed into my tight cunt, I want this so fucking bad!"

Peter felt like his balls were about to explode. She milked him hard and he grunted. He was pretty close.

The first push and Peter drilled his cum into Zatanna's dripping hot pussy. Peter filled her pussy with his cum. The entire contents of his balls emptied into her.

Zatanna pulled herself away from him and turned around. She waved her hand and his cock grew extremely hard. She cupped his hardness, "Now, we're going to have some real fun. Seven is the magic number here, Peter."

"What do you mean?" Peter asked.

Zatanna winked, "You'll see."

Zatanna pushed her hot wet cunt over Peter's tool and pinned him back on the bed. He could feel a rush as her wet and willing cunt was jammed over him.

"Just lay back, baby, and we'll have some fun," Zatanna breathed. She raised herself up and she brought herself down onto his throbbing tool.

Peter could feel her wet cunt manipulating his hard rod. The young man realized his hands were still active despite his lower body being weighed down his throbbing hard cock. Her wonderful pussy squeezed and released him.

Zatanna leaned down and placed his fingers into her mouth. She sucked them and then dropped his hand onto her chest. Peter got the hint, when he squeezed her tits.

His balls felt like they were going to fill up, but then they were stopped by some invisible wall. Peter groaned when he felt the loss and Zatanna brought herself down onto them.

Zatanna could feel her own denial come, in tune with his. Her breasts bounced and he grabbed them and buried his face between them. He kissed and nipped at them, with a more primal force than she could imagine. His hunger caused her nipples to ache when he suckled them and her wet cunt slid down him.

Another orgasm failed to reach Peter and he got the meaning of her message. He grabbed onto her hips and thrust extremely hard into her.

"Won't work, but feels good you're trying," Zatanna moaned.

Zatanna jammed her hips down onto him and milked him. She felt the force of her backed up orgasm. Three, which means she was a little under halfway there. His hands followed up by squeezing her and he motorboarded her breasts.

Zatanna wrapped her arms around his head and hugged him in, "So good….halfway there Peter. It will feel so good when it's over."

Zatanna jammed her pussy down onto his tool and worked him over. She felt another jolt through her and another.

Peter could feel his balls ache a lot. He was so backed up it wasn't even funny. He was working auto pilot, with the only thing satisfied him was the fact she was equally backed up.

"Six," Peter groaned.

"Yes, baby, six," Zatanna said. She drove herself down onto him, and he smacked her ass. "Ooooh, yeah, fuck me, fuck my pussy. You're almost ready to shoot more cum into her pussy than it could handle."

Zatanna's body could feel a lovely sensation, one she didn't think she could hold back for much longer. She could feel her being brought to the edge.

The raven haired magic user's body exploded with pleasure. She sank down onto Peter's tool and brought an amazing force down on him. Her love box squeezed him with the force of seven backed up orgasm.

Peter started to cum inside her. He exploded like a fire hose inside her, his essence spraying inside her.

Zatanna smiled, glad she used the safe guard charms. Having this amount of cum inside her would be extremely risky. Without knowing how much his powers safe guarded to begin with, it was better to take precautions. Plus, magic made a full out of any conventional methods. She kept Peter's cock inside her when he pumped inside her.

The two of them came down from their mutual orgasms, collapsing on the bed in a sweaty and sticky heap.

**S-S-S.**

Zatanna draped herself over Peter's chest and she nuzzled her face in it. Peter wrapped his arm around her and held her close to him.

"We should do again some time," Peter said.

Zatanna laughed, "Maybe we can get Helena involved this time. She deserves to be laid, if nothing else."

"Well, we've done it before," Peter said.

"You're Peter Parker, aren't you?" Zatanna asked.

Peter smiled, "Well, I guess …."

Makes sense," Zatanna said. She straddled him once again and she leaned forward, kissing on his mouth and neck.

There must have been some residual magic left in the air.

"The combination of my magic and your pheromones might have been a bit too potent, "Zatanna said.

"What was the spell you did anyway?" Peter asked. He shuddered when he felt Zatanna kiss down his body.

"Death by seven orgasms," Zatanna said. "Seven is the most magically harmonic number, so it's appropriate…..although I managed to alter the spell to remove the death part."

"Thankfully," Peter muttered.

The young felt Zatanna's warm mouth engulf him and it was obvious he wasn't done for the night and neither was she.

Peter heard a heavy breathing and he remembered he left his communication link on or maybe someone tried to check in. He was feeling daring.

"Yes, Barbara, what can I do for you?"

A surprise squeak followed and the sound of something dropping on the ground when the communication link was shut off.

' _Busted,'_ he thought. He felt a warm heat envelope him.

"So do you think you have seven more in you?"

* * *

 

Peter returned to New York, and unfortunately anything regarding Calypso was a dead end.

' _For, the record, I like Zatanna, she's up there with my favorite of your girls,'_ the symbiote told him. A wicked tone followed to the symbiote's words.

' _Is this because she gives you a lot of bodily fluids to feast on?'_ Peter asked.

' _Hey, you weren't complaining,'_ she argued.

Gwen turned up. She was dressed in a gown and she had been waiting for Peter to return.

"Halloween in Gotham City?" Gwen asked.

Peter nodded, "Well Gotham City…I can't even say it's a really nice place to visit, because was a lie. But I don't think I would be moving there any time soon."

"There are some women who are fairly easy on the eyes," Gwen said. She poured herself a glass of orange juice and frowned.

Peter smiled, "Yes….."

"And you added another to your web, didn't you?" Gwen asked.

Peter smiled, but before he could elaborate on his adventures in Gotham City. The phone started ringing. He wondered who it could be this early, especially on a Saturday morning.

He walked over and picked up the phone.

"Hello?" Peter asked.

"Peter?" a voice asked, "I didn't wake you up, did I?"

"No, I didn't," Peter replied.

"Good, this is Doctor Curt Connors," the man on the other end of the phone said, "I know it's Saturday morning, but do you think you could swing by the campus for a few minutes?"

Peter raised his eyebrow, "I did turn in my last essay, didn't I?"

"No, it's nothing along those lines," Curt replied, "I figured you, and Gwen as well if she's there, might want to see this. It could revolutionize science….say about eight o'clock, if fine with you?"

Peter was extremely curious, to be honest, "I'll see you there, Doctor Connors."

"Great, you won't regret this."

Peter was curious and he turned to Gwen to explain what he learned.

"He isn't the type to throw around such claims so blasé," Gwen muttered. She was curious as well.

* * *

**To Be Continued on November 8** **th** **, 2015.**


	61. The Hunt for the Lizard Part One

**Chapter Sixty One: The Hunt of the Lizard Part One.**

* * *

Needless to say, Peter Parker and Gwen Stacy were both extremely curious what Curt Connors had for them. The two budding young scientists packed things up after breakfast and made their way to his lab in ESU.

The two of them entered inside and they stepped back, their mouths open in absolute shock. Peter and Gwen exchanged a look with each other, and they couldn't believe it.

It was an elephant in the room type situation. It was something the two had to address.

"So, out with it?" Connors asked.

"Your arm, it's back," Peter muttered. He honestly couldn't believe it returned like this . One look at Doctor Connors indicated the reason why he was in such a good mood.

Gwen blinked and she wondered about something, "How….how did it come back?"

"The two of you can sit down and I'll discuss this with you," Doctor Connors offered. Gwen and Peter accepted his invitation and sat down at the table. He picked up a notebook. "As you know, lizards have the genetic properties to regrow their limbs."

"Yes, we know," Gwen said. There was some nagging feeling in the back of her mind she had a really bad feeling about this. She couldn't place it though. Peter reached underneath the table and grabbed her hand.

It was hard to argue with Doctor Connors because of the pleased mood he was in. Being a scientist though, asking questions was a good way to get to the root cause of a greater problem, so Peter decided to be the one to take the plunge.

"So, your arm grew back?" Peter asked. The eagerness Connors had in his eyes was almost infectious. Peter remained serious. "How did you….did you….Lizard DNA….did you inject it into you?"

Peter really didn't know about the particulars, but he was pretty sure injecting Lizard DNA into yourself wasn't a good idea. Then again, there had to be some piece of the puzzle he was missing.

"I had been experimenting with a formula your father had been working on," Connors said.

The scientist's statement caused Peter's expression to grow grim and stone faced. There was a moment where he closed his eyes and crossed his fingers. He honestly hoped Connors wasn't trying to experiment with the formula he thought he was experimenting with. If Peter's theory proved to be the case, it wouldn't really end well.

"You have been, haven't you?" Peter asked. His tone grew scarily grim and he was at the point where he debated how much damage control he would need to exercise. "Is this….it's not the formula ….."

"The formula became OZ, yes," Connors said. "I know there have been some problems regarding the formula and some people have….gone off the deep end."

"Yes," Peter agreed. He was stunned beyond belief Connors would actually take a step like this. He didn't really know what to make of any of this.

"I thought you would be interested in this?" Connors asked.

Peter was interested in this, but he was also extremely suspicious.

"Your formula….it's bound to have side effects," Gwen offered. "And you tested it on yourself, didn't you?"

The expression on Curt's face grew a bit wary and he informed her, "Well, to be fair, there aren't a lot of people lining around the block, begging to get themselves injected with Lizard DNA."

"For a good reason," Peter said.

Connors shook his head and he figured there would be some questions about this. He would be disappointed in the pair of them as scientists if there wasn't.

"When combined with animal DNA, the properties of OZ become more stabilized," Connors said. "Spider-Man is the walking proof of this."

"I don't know, the fact Spider-Man goes against dangerous people who can flatten him like an insect does cast a few doubts on his sanity," Peter said.

He was deep in thought, despite his rather flippant tone, at how to explain this. Sure he came out normal and Gwen came out normal, but the more he thought about it, the more he figured the two of them had some special circumstances.

"This was your father's baby, Peter," Connors said. "Just think of all of the diseases this formula can cure."

Gwen's mouth opened up in surprise. She caught something on the man's hands. The new addition startled her.

"I'm willing to go forward with this research, with the two of you, and Kara as well, if she wants to be involved," Connors said. "This could be the thing changes all of mankind."

Connors stepped forward and cranked up the AC, despite it being in the middle of autumn and it being a rather frigid morning. He sweated a little bit more.

Gwen finally broke her silence, "I'd cancel the Nobel Peace Prize speech if I were you, Doctor Connors."

The scientist raised his eyebrow. He wondered why they were looking at him like he had grown an extra head.

"Scales," Gwen said.

Peter noticed and Connors noticed next. He stepped back and he pulled back his shirt a little bit to reveal scales on the back of his neck as well.

The more he thought about it, the more he realized a few tests should be in order.

"Do you happen to have whatever it is you injected yourself with?" Gwen asked.

Connors nodded, this would be the most ideal place for him to start.

* * *

Connors was in the lab running a couple of tests. Gwen was looking at the component and running it against a test she ran on both her DNA and Peter's DNA a while ago. The more he looked at this, the more frustrated Gwen became.

"So, are you going to tell him the animal DNA wasn't the stabilizing component?" Gwen asked.

Peter thought over this long and hard. The truth was while he respected Doctor Connors, he respected a lot of people, and he wasn't about to expose the fact he was Spider-Man to the Doctor.

"It's not an easy solution," Peter said.

What HYDRA did to his parents, allowed him to get the modified OZ formula was combined with the spiders. He still didn't have a clue why Gwen was as stable as she was despite the exposure. A couple of theories was one of her parents, her mother likely, was experimented on. They would never know the answer given Gwen's mother was dead for several years and whatever secrets she had was taken to her to the grave.

The recent kidnapping of the scientists by Sinister made Peter wonder if Gwen might have had some kind of meta-gene, or maybe even an x-gene. It was a shot in the dark and they had discussed it.

"This isn't good," Connors grumbled.

The young man took it as his cue to get up to his feet and Peter went over to the side lab Connors was working him. Connors looked to be severely drained and he hunched over the lab table, flipping through his notes. Pages and pages of notes were in front of him.

"I must have miscalculated something, I should have used a stronger dose of OZ," Connors said.

Peter heard the one vial he had made up bubbling. He knew a chemical making sounds like seldom ended in a great way.

"Doctor Connors, I know you're upset….."

"WHAT DID I DO WRONG?" he snarled. He looked more bestial than man. "Mind….slipping…changing….got to…fix this….now."

"We're going to figure out an antidote," Peter said. He just hoped the antidote they whipped up to fix Osborn would work, even though it didn't work for him.

He moved his way back to the next room. Gwen frowned when she was making a couple of notes.

"The same chemical compound, although he had to make a few educated guesses, and thus it's a bit different," Gwen said. Peter gave her a side long look and Gwen responded with a heaving sigh. "I know, it's the same, but at the same time, it's different. It's as frustrating as you'd imagine."

"Oh, I'd imagine it being really frustrating, alright," Peter commented. He placed his hand on the side of the table and stabilized himself. He leaned back and listened for the sounds going in the lab.

Gwen switched on the ear piece. "Kara, I'm e-mailing you a list of what we need….bring it from the lab from the penthouse."

"Right," Kara said. She took note. "Might have to drive it down there though because….well it would be kind of awkward to fly with all of those chemicals."

"Just get them down here as soon as you can," Gwen said. She thought it was worth the wait and it wasn't like the Penthouse wasn't around the corner from ESU.

The growling grew even more bestial than ever before, and there was a loud scream of agony. Something hit the floor and then it was followed by absolute silence. The type of silence which was both deafening and unsettling followed.

It went without saying Doctor Connors wasn't really happy. There was a loud anguished growl from the lab. Peter's spider sense started to tingle. He looked over his shoulder and he turned around.

There was a giant man lizard thing was wearing the lab coat he saw Connors in. It had his identification on him and was carrying test tubes.

"FIX THIS!" the creature growled.

"We're working on….."

"FIX THIS!" Connors yelled. It was obvious his more primitive mind had taken over and he charged Peter.

Gwen spun around and she caught Connors. She used her telekinesis to knock him back into the wall. Connors smacked against the wall.

He growled, snarling, with spit flying everywhere. Peter moved out of the lab and Gwen saw the creature advance on her.

"FIX THIS!" he howled once again.

Spider-Man appeared, swinging in through a window. He caught Connors in the chest and knocked him through the open window on the other end. Connors dropped down onto the pavement below.

The web slinger lowered himself down and Connors turned around, whipping his tail towards Spider-Man. Spider-Man ducked and Connors stepped back.

"Okay, Doc, you really need to calm down," Spider-Man said.

"Out of my way!" Connors growled.

The sounds of sirens caused Spider-Man great pause. The web slinger knew the NYPD had just arrived. While he was on better terms with them as of late, he didn't want to do anything to jeopardize it.

The Lizard took advantage of the momentary distraction by prying up the manhole cover and dropping down into the sewer system below. He disappeared into the night without any kind of trace.

Spider-Man wanted to go after him, but going after him in the New York City sewer system was not an adventure he wanted to have any time soon.

* * *

Peter and Gwen were joined by Kara. The NYPD's investigation was around the school and Kara, Peter, and Gwen were currently working on what they hoped would be an antidote would bring the Lizard down.

"I thought there was something off about him the other day, but….I thought it was just him working too hard," Kara admitted.

She wondered if she had said anything, could they have prevented this from happening? Peter's gaze met Kara's. His eyes met hers and he shook her head.

"Kara, you really can't take the blame for this," Peter reminded her. He reached over the table and grabbed her hand. He gently held it.

"I know, and the sooner we figure out this antidote, the sooner we can get this under control," Kara said. She picked up a pair of test tubes and placed them next to each other. She added, almost as an afterthought, "So, Gwen, do you really think this is going to work?"

Gwen didn't answer for a good long while. There was a part of her was frowning extremely deeply. It was almost like she was insulted such a question was asked.

"This better," Gwen said. "He isn't as far gone as Osborn was, but the lizard DNA adds another variable I don't think will end out all too well."

The formula needed about five minutes for it to cook. As much as Peter wanted to be out there, he knew he needed to stay here. Connors might have left the city through the sewers by now and who knows where he could have ended up at this point.

' _Well, look on the bright side,'_ Peter reminded himself. _'It's really hard to miss an almost nine foot tall lizard thing. There's bound to be a sighting.'_

And speaking of things was hard to miss, Peter looked out of the corner of his eye, and he could see Amanda Waller and her ARGUS agents marching up towards the campus. Kara's body language looked extremely agitated. Peter gave her a warning pat on the hand.

The young alien shook her head and spat out what was an honest question, "Why is it every time something seems to happen, Waller shows up?"

"She's good at her job," Peter said with a shrug.

"Being obsessive?" Gwen asked.

Peter would have to say Gwen had a point. Waller made her way up to the front of the building and she met with Jean DeWolff. DeWolff gave her a look.

Kara, thanks to the benefit of super hearing, decided to listen into a part of the conversation. She did under the oh so casual pretext of attempting to grab some chemicals currently rested on the window sill.

"I understand completely," DeWolff said. "But, we were called here because of a disturbance. And unless you have a warrant, you're trespassing."

"Is Parker involved?" Waller asked.

"You know, for someone who says she upholds justice, she should know about a simple fact of obtaining a warrant," DeWolff said.

The ARGUS agents stood in front and it looked to be an ugly standoff. Kara spied a couple of Avengers show up and this would become interesting fairly quickly.

She took the chemical and brought it over to Gwen.

"So, she wasn't too happy, was she?" Peter asked.

"Oh, you know, Waller must be your biggest fan," Kara said. She grinned in confirmation and they looked things over.

As amused as Gwen was because of the diversion, they had to make sure this antidote would work. There was a sample of the altered DNA and Gwen was crossing her fingers, hoping it would work.

If it wouldn't work, they really would be in a bad situation. Gwen crossed her fingers and prepared, the moment of truth was at hand now. She drummed her fingers nervously when she saw the simulation run.

It turned the DNA back completely normal. All of the altered elements were removed. Gwen had a sigh of relief.

Kara broke the silence with an awe struck statement, "Gwen, you honestly are a genius."

Gwen couldn't help, but smile at Kara's statement. She wouldn't go this far, but it really did seem like it sometimes.

"I couldn't have done it without help," Gwen said. She reached forward and loaded up the antidote for Peter. "All, Peter has to do is catch the Lizard."

"Well, he did tell me to fix this," Peter said.

He wondered if was what the Lizard meant to fix it. He didn't really know. Then again, Connors grew rapidly delirious from his mind degenerating because of the exposure from the formula. It really was a sad state of affairs to be in the middle of.

Peter snuck a look outside. Waller either was gone, or would return later in greater forces. Iron Man, Captain America, and Hawkeye were all out there.

He was about ready to meet them, to tell them about the plan, but his communicator went off.

"It's me," Barbara said. She paused and spoke without any further preamble, "So, you wouldn't happen to know anything about an eight foot tall lizard monster thing, would you?"

"Oh, boy, I would," Peter groaned. He had a bad feeling about this.

"Because, it's been sighted in New Jersey…and it's heading towards Gotham City," Helena chimed in.

Remember bad feeling Peter had? Well bad feeling grew completely worse. Gotham had just recently recovered from its latest creature encounter and he had just barely recovered from Gotham.

* * *

The Gotham City sewer system was one of the more terrifying in the entire world. There were rumors of some really hideous monsters and creatures down there, and a lot of the missing bodies were a staple of Gotham City eventually turned up here.

The Huntress slipped down the tunnels, living up to her name. She wanted to keep a close eye on this newest arrival in the Gotham City sewer. She was armed with a crossbow. She had a better weapon in the world, being her sidekick/lover, Nightwing. The future version of Kara, from a war torn future destroyed by Sentinels, followed her down the tunnel.

"So, it's Curt Connors," Helena muttered.

She had to admit, she really had her fill with the OZ formula and all of the trouble it caused.

"We're in the process of preparing an antidote," Peter said.

"How long do you think it would take?" Nightwing asked.

Her statement caused Peter to pause and think about it, "I should be done within five minutes and the trip down to Gotham City should be….."

"Approximately three seconds," Nightwing interjected. "You know, you should use your girlfriend who is faster than a speeding bullet to take you down this way."

Peter hated to admit it, but she did have a point.

"Right, so I'll be there in about five minutes and three seconds, I guess," Peter said.

He had to admit, he had been so used to trying to figure out how to do things a complex way, he forgot sometimes the simplest solutions worked the best. At least what he figured over time.

Peter's necessity to work on the antidote gave Nightwing and Huntress time to look around the tunnel. Nightwing turned around and looked at her partner, "I'm not sure, but I'm pretty sure an eight foot tall Lizard creature can't be hard to find. Even in Gotham City, where things tend to blend in a little bit better."

Huntress didn't say anything. So far everything was all quiet, which seldom was good news in Gotham City. She could feel her heart rate quicken and she looked around where she was.

"This is where he was sighted," she muttered.

The two of them entered a subway station had been abandoned for an extremely long time. It didn't really hurt to have a nice and long look around. There was something about this subway station seemed unsettling and perhaps for really good reason.

Barbara had been trying to monitor their course on the map.

"You know who else is down here, don't you?" Barbara asked.

The Huntress heard a noise. She kicked apart a large section of board and rats started to scurry around in every direction.

"Yes, I know," Huntress agreed. There really wasn't anything else to say about , other than there was some real problems down here.

"Is it….you're talking about him, aren't you?" Nightwing asked.

"Rumored to be down here," Helena reminded her.

Nightwing didn't seem too sure about this. Regardless she nodded. It was not the worst thing she had to go up against during her time. All things considered, it was up there with one of the least alarming things.

"Remember, creature or not, he's still a man deep inside the Lizard body," Huntress said.

Nightwing didn't say anything, but she hoped Connors remembered his humanity.

There was a whoosh and both of them turned around. Spider-Man and Flamebird arrived right behind them.

"About a second late, I think," Nightwing teased them.

This caused Flamebird to put her hands on her hips and huffed. Nightwing forgot how adorable she looked when she did this, when she was younger. It was a lovely bit of nostalgia.

"Was I always this adorable?" Nightwing asked. She ruffled the hair of her teenage self, who frowned and backed off.

Flamebird hoped she wouldn't be this hung on being punctual when she became this old. Regardless, she shook her head.

"So, any luck in finding big, bad, and scaly?" Flamebird asked.

"You'll be the first to know about it when we do," Nightwing said. "I wonder if he didn't stick around for too long."

Barbara decided to choose right now to interject herself, "He's east of you I think and he's closer to his lair."

Spider-Man didn't need to be told who the he in question Barbara was talking about was. His recent trip to Gotham City clued him in a lot of urban legends in this city. And he was reminded of one thing.

An urban legend in Gotham City could be very real indeed. Peter stood rigid and he saw Helena look at him.

"As long as we stick together, we shouldn't have a problem with anything down here," Helena said.

"Famous last words," Barbara chimed in. She paused long enough, and she laughed, "And if I could guess, I'm getting the very obvious, you're not helping, shut up Babs, look, aren't I?"

"More or less," Peter confirmed. He would have been more amused with the situation if it was more amusing.

"Fair enough," Barbara conceded in a soft voice.

They made their way down into the tunnel. It was unclear whether or not they would bump into something, big, bad, and scaly, or something was even worse than big, bad, and scaly.

Either way, Peter was armed and ready to go. He prepared to listen to his spider sense at a second's notice.

It really was the best weapon he could have at his disposal.

* * *

The more Curt Connors traveled through this tunnels in this form, the more he was losing his mind to the Lizard. He gave a loud and pained growl when he nearly collapsed down onto the ground.

He had left ESU and he had ended up here. Exactly how he came here, he didn't know.

The memories of Doctor Connors slowly disappeared behind a barrier of thinly veiled rage. His anger increased when he gave a howl.

He smashed through one of the large pieces of wood and made his way into the tunnel.

From the depths below, a pair of greedy eyes peered up. The creature looked towards him.

Dinner had arrived and there was more than enough for seconds.

Killer Croc felt angered this other creature had invaded his territory, but he also presented an opportunity.

"You think you're fearsome," Croc growled. "You're nothing, but a beast."

Croc sniffed around and got the scent of the creature. He prepared to rise up out of his depths and hunt the creature.

Another familiar scent, two of them arrived. There was one was slightly familiar, but sort of different at the same time. Then there was a fourth scent Croc had never caught a whiff of in his life, but it seemed to be just as tantalizing none of the less.

He should know he wasn't the only one down here who was after the creature. This would give him a chance to gain a measure of revenge from what happened in the past.

Revenge was one of the sweetest dishes of all. He didn't get a chance to properly pay back the Bat for making him look like a dumb animal, but now he could do so with the spawn of the Bat and her friend.

Dinner had arrived and had brought breakfast, lunch, and dessert along with the ride. The Lizard would need to be taught a lesson from invading his territory.

Killer Croc moved past the corpse of a sewer maintenance worker had been picked dry. The hunt was on.

* * *

**To Be Continued on November 15** **th** **, 2015.**


	62. Rise of the Lizard Part Two

**Chapter Sixty-Two: The Rise of the Lizard Part Two.**

* * *

 

Spider-Man, Flamebird, Huntress, and Nightwing had been at it for about an hour, and had no real luck just yet. If luck is what you need when you're dealing with a situation like this. Never the less, they had a couple of near misses, and the bad news is that they didn't run into any Lizard.

There was a part of Spider-Man who wondered if he had just left Gotham City behind. You couldn't really blame someone if they had.

"So, maybe he just left town?" Flamebird suggested.

Nightwing shook her head, "I don't know if it's that simple. He came to Gotham City for a reason, even if his irrational lizard mind might not remember it off hand. I'm just at a loss to figure out what a good reason might be."

"I think we all are," Spider-Man commented.

The two of them searched what might have been their tenth tunnel of the evening. It was started to become a bit of a monotonous process. There might be absolutely nothing down there, at least they didn't think that there was going to be anything down this way.

There was something rushing by them. Spider-Man felt a buzz in the back of his head. His spider sense did pick the more interesting times to kick in.

And this time, it kicked him for good reason. The Lizard, bad breath and all, was right in in his face. The creature stopped and looked at the four of them.

Huntress pulled out a pair of brass knuckles and sparks flew from them. She charged at the Lizard. The Lizard ducked it and growled.

Nightwing nailed him with a blow to the back of the head. The Lizard flipped up, but thankfully for it, it's tough hide was able to withstand a heavy blow. The creature staggered for the briefest of moments and it growled out loud.

It continued to growl.

"Okay, Doctor Connors, you really need to snap out of it," Spider-Man said. He sent a line of webbing, wrapping around the creature's jaw.

Connors didn't snap out of it. Flamebird used her ice breath to knock the creature off balance. She turned around and faced Spider-Man, with regret in her eyes.

"I don't think he's in there anymore."

It was even more regretful than Peter that Kara gave this response. She hated the fact one of her teachers had been locked in the mind of the beast. The beast kept moving forward, and he snarled even more loudly.

Helena activated a sonic device she set up. A loud pair echoed and doubled over the creature. It hunched over in agonizing pain and it allowed Nightwing to put it through the wall.

There was a rumbling of the train going down the tracks. Peter had little time to waste. He loaded up the antidote.

The Lizard hitched a ride on the back of the train. Peter was about to go after Connors, but Helena grabbed him by the back of the arm.

"Remember," she told him. "Under no circumstances should we get separated."

There was protest in Peter's voice. He felt that he should argue this, but unfortunately, he knew that this woman had a point. It was not a good idea for them to get separated in a situation like this.

The continued rumbling down the tracks indicated that the Lizard moved far away.

Unfortunately, Peter's spider sense would not leave him alone and he turned around. There was something bubbling out from underneath the water.

An ugly and even scalier creature than the Lizard jumped from the depths beneath. It landed firmly on the blanks and it peered at the quartet of super heroes. He looked to be hideously deformed.

Peter took a step back and shook his head, "Killer Croc, I presume."

"Smart kid, you'd be a bit smarter if you didn't come in my sewers," Croc said. "This is my territory. The mob doesn't get any quarter, and neither would…"

Kara blasted Croc with a high intense blast of heat vision. The creature gave a loud howl of anguish when it felt its skin boil. Blackened parts rose up on the skin when it staggered back. It snarled even louder when it tried to hold its head up.

Karen turned towards her younger counterpart and spoke in a combination of aw and anguish, "I think that you made it made."

It was one of those moments where an entire person's life flashed before their very eyes. Croc rushed them, claws extended and he tried to attack them. Spider-Man dodged his attack.

"Don't really have time for this," Spider-Man said.

"Famous last words, web head," Croc growled.

Helena watched. Spider-Man was leading Croc over to a series of rotted planks, which she set a trap for the Lizard. While Killer Croc wasn't the Lizard, he would do just as nicely.

Spider-Man's spider sense told him to jump and he knew why. The Huntress detonated a series of charges underneath the wooden planks. Croc's loud scream when his feet were taken out from underneath him could be heard.

"That won't hold him for long."

Peter figured as much, but hopefully that would keep them out of their hair when the hunt for the Lizard continued.

* * *

 

The Lizard stumbled down the tunnel, clutching the side of its head. The anguish continued to go through its mind and it shook its head. It howled in utter misery when it walked forward and it tried to remember.

The mind of Curt Connors, the brilliant mind of the scientist, was losing out to the Lizard. He breathed in and out heavily when he tried to return himself to his senses. Unfortunately for him, his senses were losing out to this beast.

Somehow, through sheer force of stubborn will, the brilliant mind of Curt Connors finally was finding a way to claw through the deranged psyche of the Lizard.

' _You have to remember,'_ Connors thought.

He was in Gotham City, because he might be able to find someone to help him. He was on his way to Wayne Industries, because they had some of the best scientists in the United States and they could help him.

"EVOLVED!" the Lizard shouted. "BETTER!"

Connors further found himself trapped under this beastly mind. There was no obvious way out, at least one where he could figure out. He was stuck, without any kind of hope and more importantly without any kind of purpose.

Was he completely lost? Connors honestly didn't know and that was something that terrified the scientist to no end. His mind reacted rather badly and the Lizard from within really caused him.

He pulled out his wallet, with a shaky hand. Connors needed something to remember, before the Lizard overtook his mind.

A picture of his wife and son, and him, during happier times was pulled out. The Lizard paused and sniffed the picture. The creature's mind was going through a series of conflicting emotions.

The Lizard growled suddenly, but its growl was less angry. It was more of a growl of confusion.

Connors thought that the beast might be slightly pacified, but he couldn't be for sure. He needed to slowly make his way down the tunnel.

He realized Spider-Man and his pack of females were trying to help him. Just like Peter and Gwen were trying to help him.

Connors realized something about Spider-Man and Peter Parker. He might have been a fool not to realize it before.

"We better see what the problem is. In Gotham City, you can never tell. Hopefully a taser will be enough."

His partner, a gruffer, older sounded man, snorted in response, "Yeah, in Gotham City, a taser really would be enough. Come off of it, rookie. There are clowns and penguins and crocs and crazy mobsters who take orders from puppets in this city. You're going to need a pretty big taser to cut through that."

Connors watched the two sewer maintenance workers move in. The creature's confusion was completely obvious when it watched. It's intention was to attack the two workers where they stood in the sewer, but there was something that was holding it back, stopping it from lashing out against them.

The Lizard had to keep moving down the tunnel, and it chose to do so. The creature walked down the tunnel.

It stopped and it sniffed the air. There was something that headed down this tunnel that most certainly should not be there.

What was it? Was it some kind of threat to its territory? The reptile stood its ground handily and looked over its shoulder.

"Show yourself!" the Lizard growled.

It wouldn't be Spider-Man, because he wouldn't be stalking him. The Huntress might, but she was with Spider-Man. The Lizard overheard them telling each other how it wasn't a good idea to be separated.

Something whooshed out of the corner of the Lizard's eye. The creature slowly turned around and saw something was stalking him from the shadows.

The real question was, what was stalking him?

He came face to face with a reptile that was more hideously deformed then he was. The Lizard leaned forward and looked him over.

"The appetizer might have slipped away," the creature toward the Lizard. It licked its lips when it looked at the other reptile. "But don't worry, you're the main course, so I should really start in order."

The Lizard stood his ground. He wanted to prove his dominance. "Who are you?"

"Killer Croc is the name!" the creature howled. It rushed the Lizard and slammed him against the wall. The two struggled for domination.

The Lizard whipped the creature off of him and caused him to slam into the wall with an alarming fury.

Killer Croc got up to his feet. He loved it when the fresh meat fought back.

"You made a big mistake entering my territory," Croc said. He rushed towards the creature, but the Lizard ducked him.

The two reptiles engaged in a battle with each other. A test of strength occurred, with neither giving up any room. The two creatures locked knuckles, and a huge test of strength happened. Both creatures grew white in the knuckles when they pushed back and forth, jockeying for some kind of position.

Neither creature gave up any quarter for the other and neither was about to back off. The Lizard gained the advantage and whipped his tail.

Croc grabbed his tail and sunk his teeth into it. That caused the Lizard to respond with a loud howl and he pulled away.

Blood dripped from his tail.

Now that Croc had a taste of the Lizard, he wouldn't back off.

* * *

 

Peter hated when he had a bad feeling like this and most importantly, he hated when his spider sense didn't leave him alone. And he also hated when he was right.

"Damn," Nightwing said. She watched the scene unfold in numb shock.

That was one of the simplest words in the English Language and yet she had the word that described the scene that they came across perfectly. The Lizard was throwing down with Killer Croc in the sewers. Both of them traded blows, scratches, and bites.

The Lizard's eyes flickered in a more primal fashion. Blood dripped down from his tail. On the bright side, he drew second blood, when he caused Croc's shoulder to be wounded.

Croc was surprised that this creature had made him bleed his own blood and there was also a part of him that was very interested. The Lizard charged the creature and tried to take his head completely off with a wild swing of the tail.

The tail was caught once again.

Nightwing, sensing an opening, charged forward with super speed. She nailed Croc right in the side of the head with a vicious super-sonic punch that caught him hard in the head. It launched him high into the air and sent him crashing into the wall with a thunderous crash.

It might not have taken Croc down for long, but it did take him down long enough so they could deal with the Lizard.

The Lizard turned around and went face to face with the quartet. The battle and the hunt had caused the mind of Doctor Connors to slip fully in.

"NO!" he howled.

He rushed the group. Helena dodged him, before he could attack her. He smashed into the wall with a sickening sounding impact.

Spider-Man webbed onto a pipe and ripped it open. A blast of raw sewage caught the Lizard in the face. The creature was knee deep in shit now and it was not too happy about it.

He pulled out the dart gun that had the antidote. The Lizard knocked it out of his hand, causing the dart gun to fly.

Spider-Man groaned when that happened. That would be a huge inconvenience to say the least. The gun rested on the ground and he rushed over to get it.

"Don't you want to be cured?" Spider-Man asked. The creature's mind was beyond reason. "Think of your wife….think of your son…think of….."

"Stay out….Parker!" the Lizard growled. He grabbed him by the throat. "Connors dead….Lizard remains."

The Lizard throttled Peter and he gasped against the hand of the creature when it tightened around his neck in an attempt to choke the life out of him. It seemed to be hopeless that there would ever be any type of cure.

Flamebird and Nightwing teamed up to create a large gale force wind which propelled the Lizard down the tunnel.

Spider-Man decided to take his chance. He webbed on and pulled the gun up. He really hoped that it would have worked.

He fired a dart in the side of the Lizard's neck. The Lizard groaned when the antidote injected his body.

"DESTROY!" he growled.

The Lizard's body contorted into a mangled mess. His limbs contorted and twisted. His body looked like it racked in several unspeakable kinds of pain. The tail retracted into his body and his skin turned back to normal.

Doctor Curt Connors was caught by Flamebird before he hit the ground. He was back to normal, just with one arm, to be honest. Flamebird trafficked him out of there, without any other word.

A loud grunt could be heard from way down the tunnel. Spider-Man hoped that this would be over with Doctor Connors, but they couldn't forget about Killer Croc. Spider-Man hoped that he could, especially after Nightwing punted him through the wall as hard as she could.

Croc rose up from the depths and he was snarling, "You stole from me….YOU TOOK MY DINNER!"

"Well, guess you're just going to have to go without," Spider-Man said.

He was motivated by pure rage. Nightwing dodged his attention, but he slipped into the water before they could turn around.

"He's trying to split us up," Huntress informed him.

"Right, so he could pick us off one at a time," Spider-Man said. He saw Croc's game and he wasn't about ready to fall for it.

The water bubbled from underneath where Crock landed. He dove off and Helena nailed him with a huge brass knuckle loaded punch. The electrical current caught Croc directly in the chest, shocking the hell out of him.

Croc collapsed into the water with a grimace. Did that kill him? No, unfortunately, that just made him made and he got up once again, only to be put down by a huge sledgehammer blow from Nightwing.

Croc rose out of the water a third time and the creature was spitting hot fire. Spider-Man dodged him, and webbed onto the creature's feet.

Spider-Man jumped at him, nailing him as hard as he could with a series of punches. He noticed that Croc winced when he struck some areas. He was less armored in some areas, than he was in others. That was something that Spider-Man could perfectly take advantage of.

He was stepped back towards an electrified mine that Helena set up and he screamed in agony when he stepped on it. The land mine charge flowed through his body and rocked him. He tried to hold his head up.

Spider-Man webbed onto a huge chunk of rock and flung it at Killer Croc. It nailed him right in the head.

Killer Croc landed onto the ground like a ton of brick. Spider-Man had just knocked out Killer Croc, after he threw a rock at him.

It was a big rock.

* * *

 

Helena and Peter returned to ESU, they wanted to talk to Curt Connors before he left town. The rumor was he was going to leave and relocate to Florida. After what happened, it was obvious the reason why.

"Waller seems to think that she could interfere when ARGUS really isn't needed," Helena commented to him. "At least one of my investigations has been ruined because she just wouldn't keep her nose out."

Peter sighed, "Yes, she does have an ability to get involved even when she shouldn't. Wonder if that's why Fury was so cranky."

There was a moment where Helena smiled, but she didn't say anything. Regardless, the two of them made their way up.

One week ago, this entire mess with the Lizard and Killer Croc happened. Connors called in sick all week, but he was seen at ESU this morning.

Sure enough, they ran into Connors cleaning out his office. He turned around and saw Peter and Helena standing there, waiting for him. He smiled and addressed them, "Mr. Parker and Miss Wayne as well, it's an honor."

"How are you feeling, Doctor Connors?" Peter asked him.

"Well, that skin condition I had healed up nicely," Connors answered.

Peter smiled, he was glad the good Doctor was in good spirits.

"So, I heard that you're leaving," Peter continued. He wanted to clarify that this was true.

Connors took a long sigh. He reached forward and took a drink from something that was on his desk. It was obvious that it was to give him something to do while he had a chance to collect his thoughts.

"After all I've done, I don't think I could continue here at ESU," Connors replied. He looked a bit solemn because of that.

"You made one mistake," Peter argued.

Connors held up his hand. He sighed and shook his head.

"It was one mistake that could have endangered the students and faculty at this school, and I don't want to be responsible for such a huge mistake," Connors informed Peter. There was a moment where the frown crossed Peter's face. "Trust me, you'll all be better off without me, and I think that we can put this entire mess behind us."

Peter couldn't really argue with a man whose mind was already made up. He thought that it was a shame that the man would leave, especially given the circumstances. He really wished that he could have had a chance to talk him out of it, but he understood where he was going.

"Before, I leave, I have something that belongs to you," Connors said.

He picked up a notebook, with a file attached.

"All of your father's research on the formula," Connors said. "I only read the notebook, I haven't been able to access the disc. However, I'm sure that you might be able to or you might be able to find someone who could."

Peter had a good idea who could do that. Actually he had a couple of good ideas who could do that to be honest.

He did wonder if he wanted to really know what was on that disc. On the one hand, it was something that he felt like he needed to know. On the other hand, knowledge can be a dangerous thing.

"And, if you ever run into Spider-Man, I want you to tell him thank you for his efforts to make sure I didn't lose my mind to the Lizard," Connors said.

The look on Connors face showed that he knew and he knew that Peter knew that he knew, but he wasn't about to tell anyone. Peter figured as much, the biggest hint was when Connors growled out his name when he was fighting Spider-Man.

"So, where are you heading from here?" Helena asked.

Connors pondered this matter for a couple of moments. He looked thoughtful, at least to the point where it was almost scary.

"I heard that Florida is nice this time of year," Connors admitted. His wife had relatives there and it might be a good chance to repair their marriage.

Connors admitted that he had got tied up his work too often and this rampage that he went under as the Lizard wasn't going to help matters entirely.

"Wayne has a lab where someone of your credentials might easily find a position," Helena said. "I'll give you their contact details."

Connors was honestly surprised that anyone would give him consideration after what happened, but he wasn't about to look a gift horse in the mouth.

Helena returned after giving the doctor the contract information. Her gaze met Peter's and she spoke with an eerie calmness, "You're going to look at what's on that disc, aren't you?"

Peter wondered what gave that away, but he did. His curiosity was overwhelming and he couldn't just help himself. It was his father's legacy and what caused him several headaches long after his death.

* * *

 

"Did you really expect anything like this?" Chloe asked.

She was currently on video chat, and finally, late into the night, way past minute, Chloe, Barbara, Gwen, and Peter managed to break their way through the video chat.

Peter understood now perfectly why Essex and HYDRA was interested in his father and more importantly his research. How their experiments forced him to expand his efforts on what he was doing.

He was looking for a way to unlock the meta-gene and he had pretty much came closer than most humans.

"The meta gene may have alien origins," Peter muttered. He was shocked. "Back a thousand years ago, a group of humans vanished and they returned. They were said to have extraordinary gifts that defied all logic and amazing powers."

"They claimed that blue skinned beings took and experimented on them, and Richard Parker theorized that their descendants had the ability to have powers, if certain stimuli are introduced to them," Barbara continued.

Peter didn't really need to think about it. There would be several generations removed from this incident, but at least one of his parents, if not both, were descended from the humans that were experimented on by the blue aliens.

"We should ask Kara about this, maybe Alura, see if either of them know anything about it," Chloe suggested.

"That might be a good idea," Gwen suggested. She frowned. "I need to go checkup something, I'll be right back."

Gwen left the room and Peter really had no idea what she was up to.

"You would be a bit weirded out if your powers had some kind of weird alien origins to it," Chloe offered, shrugging in response.

"My powers do technically have some kind of weird alien origins to it and I am kind of weirded out about it," Peter commented.

There were several more questions and just when Peter thought that he had the answers, there was someone who kept changing all of the questions. It was very furious. He flashed through one of the files.

He spotted a picture of an alien ship.

"Enhance it," Peter muttered.

The photo enhanced and Peter flipped through the page of the notebook. He saw a formula scrawled in the notebook that resembled the formula scrawled on the white board. That added another layer to this. The ship also resembled Kara's, at least from what she told him.

"It says here that ship was found in Brazil by SHIELD," Chloe said. "If there was any occupant inside, they were long gone."

"They might not have survived though," Peter said.

"Maybe, or they're still out there," Chloe suggested. "I'll look into this further and I'll be back…if I can dig up any information from the usual sources."

Peter and Barbara continued to scroll through the information, but really it just seemed like they were running through the same information.

"I thought this was just some attempt to re-create the super soldier formula," Peter commented.

He thought that he might have to have a word with Carol about this as well, because aliens was what SWORD was all about.

"You seem tense," Barbara informed him.

"I am tense," Peter said.

She got on his lap and straddled him. Apparently, he pumped out pheromones as well when he was stressed. Barbara ran her hands down his body and smiled.

"I've been waiting to get you alone for a long time," she purred in his ear. "And I'm not going to take no for an answer."

She pressed her lips against his with a searing kiss. Peter reached up and wrapped his arms around her body, hugging her in tightly to him. An attractive redhead was willingly giving himself to him, who was he to say no in a situation like this?

Peter gripped Barbara's rear and slid his hand underneath her skirt, causing her to whimper. Barbara kissed him harder and then things escalated from there.

Barbara writhed on Peter's lap and lowered herself down. His cock stuck out for her and she wrapped her mouth around him.

Peter grunted when Barbara's hot lips worked their way around his tool. He reached behind her and grabbed the back of her head. Her wet and hot mouth felt good. She gave him a messy blowjob, popping her lips up and down on him.

Peter lifted Barbara up to her feet and backed her up against the desk. Barbara smiled and spread her legs. Her skirt rode up and she showed her wet pussy.

"Let's see how wet I can get you," Peter told her. A pair of tentacles formed from his suit and he pushed them between her legs.

Her legs parted and it worked between her legs. Barbara closed her eyes and felt her breath escalate through her body. Her nipples hardened when Peter worked his way between her legs. His tendrils pushed between her legs and he pushed between her.

"So, are you getting turned on with this?" Peter asked her.

Barbara responded with a grin, "Way too much hentai?"

Peter could agree with that. Her pussy beckoned towards him and while it was fun to manipulate her with his suit, it was even better to be inside her.

She pulled off her top, to reveal that she wasn't wearing a bra. Barbara wrapped her arms around Peter's head and he started to suck on her perky tits.

Barbara reared her head back and gave him the access that he needed to her breasts. He kissed down her body, caressing it all the way down and went between her legs.

Peter lifted his hand up and he looked over the cute redhead, "I think that you're ready."

"I am ready," Barbara said. She grabbed his cock and slowly guided it towards her pussy. "I've been ready for this for a long time, longer than you could imagine."

Peter didn't want to say anything, but he could imagine a lot. What he really couldn't imagine was how good her pussy felt against his tool. Her hips engulfed him when he entered her body. It felt so good to be inside her, he couldn't really describe it.

It was a beautiful, amazing feeling, to have her tight pussy wrapped around him. She bent back and allowed him to go inside her.

Barbara was glad she regained a lot of her old flexibility. Her past as a gymnast really was paying off.

"Damn, you're so tight," Peter grunted.

"Yes, thank you, but you're doing a good job in loosening me up," Barbara said. The double meaning of her words were greatly appreciated by Peter.

She stretched back and allowed Peter's hard cock to slam inside her. She was feeling him go into her depths and he felt really good.

"Damn, I'm really cumming," Barbara breathed. Her hand clenched his bicep and encouraged him.

He felt her ass and enjoyed the feeling of her tight pussy inside her. He leaned down and bit on her neck. That caused a burst of pleasure through her.

He could feel how eager she seemed and he wished that he had fucked her a long time ago.

"Always something coming up," Barbara said.

"Well, now you're cumming on me," Peter said.

Barbara gave him one of those expressions and shook her head, "Good thing that you're far better with your cock than you are with your words."

Peter gave her an expression of mock sorrow and her wet walls slid up around him. She engulfed him, taking him deep inside her. Each thrust made him feel an increasing rush of pleasure when he drove himself deep down into her body. He was really feel good and her tight pussy felt extremely good.

Peter pulled out of her and Barbara got his message. She turned over, her skirt still flipping up. Peter's tendrils went underneath her skirt.

"Too bad this isn't a school girl outfit," Barbara said.

"Save something for next time," Peter said. He nibbled the back of her neck, and he cupped her breasts.

Barbara felt him against her. The combined pleasure of him working those tentacles in her ass and his cock inside her pussy drove her absolutely mad with lust. Her pussy expanded to accept him and he slammed his way inside her.

Every inch of her body felt really good. Peter relished the feeling of this tight pussy. Her wet pussy clenched him and released him. He slammed into her extremely hard.

Peter decided to take things up to the next level. The pheromone levels he gave off was inspiring him to move forward inside her pussy.

"Take me, TAKE ME HARDER!" Barbara yelled. She was driven completely and utterly bad with lust. There was so much pleasure that she couldn't really stand it. "PETER, FUCK….OH GOD, THAT FEELS SO GOOD!"

Her pussy rubbed around him. Peter played with her nipples and they grew hard. He was about ready to lose himself inside her and he tried to hold himself back the most that he could.

His own actions got Barbara so wet, and so warm that it was hard for him to hold back. Her wet slit slid over the top of him and he was brought into her tight body.

"Can't hold back, for much longer," Peter groaned.

Barbara's walls clenched him and she milked him. Her breath was held and she tried to adjust herself for the explosion. Peter's hands touched her ass, or maybe it wasn't his hands.

"Then don't hold back," Barbara encouraged him.

"So, tight," Peter grunted.

It felt nice and warm. Peter plowed inside her and he couldn't hold back any longer. He was getting closer to his edge. Barbara's wet walls rubbed against him when he pushed inside her and he was getting close.

Peter's balls tightened and released, sending his load splattering inside her. Barbara collapsed against the desk and felt herself being unloaded inside.

"We're going to have to do that again, sometime," Peter told her.

Barbara responded with a cheeky little smile, "Why not now?"

Peter didn't see why not to be honest.

* * *

 

**To Be Continued on November 22** **nd** **, 2015.**


	63. The Kree Conspiracy

**Chapter Sixty-Three: The Kree Conspiracy.**

* * *

Carol Danvers resigned herself to a long and boring night. A long and boring night was perfectly fine with her, at least for now. She sat at the mission control deck of SWORD, sipping at a cup of coffee. It must have been well past midnight and there were no signs of life, intelligent or otherwise.

She really thought that Kara's fears that there would be some kind of backwash for using the Phantom Zone was completely unfounded.

Carol looked rather nervous and she turned around. A green haired woman wearing glasses, dressed in the same uniform, about as green as her hair, approached Carol. Her name was Abigail Brand and she was the Director of SWORD. She looked to be a bit of a mood tonight.

"Nothing tonight?" Brand asked.

Carol shook her head, "Nothing tonight, Director Brand."

There never really did seem to be an alien invasion when you really were looking for one. Granted, Carol shouldn't make a joke like that, but still, there never seemed to be an alien invasion when you really wanted one.

"I shouldn't be surprised," Brand muttered underneath her breath.

She shouldn't be surprised, but at the same time, she really was surprised. The fact of the matter was they were on their guard.

"That Phantom Zone technology your sister got her hands on," Brand said. "The technology could be extremely useful."

Brand knew the answer before Carol even said it.

"And also extremely dangerous if someone tries to use it that doesn't know precisely what they are doing," Carol told her tensely.

"Yes, I realize that, but you realize the likes of Amanda Waller won't rest until she gets her hands on it," Brand said.

Carol groaned. The last person she wanted to talk about was Waller right now, who was in a hell of a mood to be honest. She didn't know what crawled up the woman's ass and died.

"Well, she would love to send Tony Stark to the Phantom Zone," Carol offered.

Then again, a lot of women would like to send Tony Stark to a dimension where he would never return. He did tend to have the misfortune of attracting the vengeful types. It was a good thing that he was Iron Man, because otherwise he might be in just a bit more trouble.

Brand looked extremely thoughtful and she placed her hand on Carol's arm, "Why don't you call it a night? It's obviously that there's nothing that's going to happen tonight."

No sooner did those words fly out of Abgail Brand's mouth, there was an alarm that went off.

"And you just said the magic words," Carol grumbled. Her fingers flew over the keyboard as she tried to punch up the display. There was something blinking on the screen and Carol could feel her heart race when she brought everything up on screen.

There was an object flying its way towards them. It seemed to be going somewhere in a hurry, and perhaps, if she had to say something, it was going to avoid something.

"The ship just blew past the defense parameter, and we couldn't get a fix on it," Carol cursed.

Brand's expression darkened and her tone darkened along with it, "The last time something like that went flying towards Earth that fast, there were several meteors that followed it."

Carol didn't need a full description of all of the problems that caused, she knew, oh boy did she know. Her fingers brushed against the keyboard when she attempted to bring up details of what was about to occur. Carol chewed down on her lower lip, looking quite nervous, and she might as well have been quite nervous for a very good reason.

"I'm not sure if we can intercept it in time," Carol said.

It just blew past Earth's atmosphere like it was nothing.

Brand was busy calling all of the SWORD Agents, but it was obvious that they weren't going to take this ship rather easily.

"We have a ship coming down, we have no idea whether it's a friendly or a hostile," Brand said to the Agents. "We should hope for the best, but assume the worst."

The Agents were all geared up. Carol pulled herself away from mission control.

"You're going to need some heavy back up," Carol told them.

Brand wasn't about to argue with her or turn down any kind of help. The truth of the matter was that they are going to need all of the help they could get if they wanted to deal with this ship. The SWORD agents geared up.

She looked at the tracker and sure enough, the conditions were going to go from bad to worse.

"We're going to have to deal with some heavy collateral damage," Brand said. "The ship is heading to the middle of New York."

Everyone looked extremely nervous and she didn't have to tell them the stakes that were involved, because they already had a clear idea they were very high risk.

* * *

Kara learned for the first time about the information Peter, Gwen, Barbara, and Chloe learned about last night. She allowed it to sink all in.

The blue skinned aliens really was something that got to her. The alien woman kept muttered underneath her breath ,"Surely not, surely not."

"What?" Peter asked her. Her reaction greatly unsettled him.

Kara shook her head and she mouthed, "later". There was a reason why they had to talk in whispers with each other. There was an agent of ARGUS in the next room that was being checked over carefully by Kara's mother.

Daisy Johnson had finally woken up from her ordeal a week ago. They had allowed her to rest, but it was time for her to move on and return where she needed to be. The woman felt a slight headache after all that happened, but she was fine.

"So, am I the pinnacle of health?" Daisy asked the woman checking her over.

Alura frowned and offered her honest medical opinion, "After what Essex did to you, you're extremely lucky to be alive."

Daisy smiled and fired back in a dry manner, "If I had a dollar for every time I heard that diagnosis, I would have more money than Tony Stark."

Alura looked over the woman, and decided to give her final diagnosis on the matter.

"You're clear to go," Alura concluded.

Daisy smiled, she was really glad with that. She could get out of here now and hopefully didn't compromise what she was doing. The woman pulled herself to her feet.

Peter stepped towards her, and he leaned over towards her, "Why do you work for Waller?"

There was a moment where a smile crossed Daisy's face, "Would you believe that I owed Waller a favor?"

A person owing the Wall a favor was something Peter honestly could believe. Waller seemed to be the type to only pull people out of trouble. He had no idea what she used to be like, but it was obvious that a life of working as a shady government type had caused some amount of warping with her mind. It was almost scary to see what she turned into.

"I wonder if you still owe her after she hung you out to dry," Peter said.

Daisy shrugged and responded, "Yeah, that was kind of a suicide mission."

She could hear the young man before her snort. It was obvious that he had agreed with her, it was most certainly a suicide mission.

"If it wasn't for you and your team, I would be dead," Daisy said. "And you do realize that one of these days, your secret is going to spill out into the world, whether you like it or not. Secret identities are hard to keep in…well whatever year we are in now."

"I'll deal with it when the time comes," Peter said.

"Well, unless you have some mind erasing device thing, that's going to be a hard one," Daisy said.

Peter frowned; he hoped that he didn't have to go to those extremes. Gwen looked surprisingly thoughtful at that suggestion, but that might be a tough one to wrangle.

"I think that Waller thinks that I'm still in contact with Fury," Daisy said. "The two of them….they didn't part underneath the best of terms."

Peter raised his eyebrow and spoke in an extremely dry tone of voice, "Tell me more?"

"I think that you got the picture, haven't you?" Daisy asked him. Peter nodded in response. "But, the truth was I hadn't heard from Fury in a long time. He might have mentored me, but he isn't the type to send Christmas cards, or call you up to wish to a happy Birthday."

Peter mentally filed that away as interesting. The truth was no one had heard or even seen Fury for quite some time and that was rather intriguing for a number of reasons, that he couldn't even begin to describe.

Daisy was almost out the door, but Peter grabbed her hand.

She flushed when she felt his warm touch in her hand.

"You don't have to go back to Waller."

Daisy really wished that she didn't have to, "There's something inside my head that says differently."

Peter understood and let her go.

"Good luck," Peter said.

"You too," Daisy said. She gave a smile and the two of them parted ways.

Peter turned to Alura, once Daisy was out of an earshot, "So the chip inside her head?"

"The failsafe components have been disabled," Alura said. "I couldn't remove it fully without causing her brain damage."

"Chloe said we didn't want it removed, and Daisy agreed to do this," Peter said. "It's a good thing that she can type with her eyes shut."

"And I reversed engineered it and hooked it to one of the monitors here, so we can see things through her eyes," Alura said. "Just like Waller can."

"Now, we have the means to keep an eye on Waller," Gwen agreed. She turned towards Kara. "So, Kara, what is it you wanted to tell us?"

Kara opened her mouth to say something, but she never got the chance to finish. Her phone rang and it was Carol. Funny enough, she was just about to call her.

"Kara, you're not going to believe this."

There was something streaking past the sky in New York and Kara looked up, her mouth widened. Something was going to crash outside the Penthouse.

* * *

A crater was in the middle of New York, and Gwen, Kara, and Peter, dressed in costume, made their way down. They were joined by Karen and Helena, also dressed in costume.

"How did you get over from Gotham City so fast?" Gwen asked.

"I didn't leave town," Helena said. "And Karen just came in this morning because we were going to attend a business meeting. But that's not important."

"Yeah, this, this is important," Karen said.

Nightwing, Huntress, Spider-Man, Goblin Queen, and Flamebird all walked over towards the smoking crater in the ground. They were joined by Carol and a group of SWORD Agents, and they were barricading the area off.

Karen gasped, "That's a….Kree prison ship escape pod."

"Okay, I'll bite," Spider-Man said. "What are the Kree?"

Kara groaned and took a long moment to collect her thoughts.

"The Kree….well…they're one of the most advanced alien races in the universe and they're very big about genetic superiority. They look down on a lot of people who aren't the Kree. And they don't like Kryptonians."

"Because they were descended from a group of Kryptonians who were exiled for barbaric genetic experiments," Karen said.

"They've been fighting a long war with another alien race called the Skrull, and….well it really has been lost to history why those two groups hate each other, only they do," Kara said. "And….those blue skinned aliens…..the Kree, they're the Kree. They must have visited Earth and experimented on them all of those years ago."

"There's a group of the experimented descendants, who live on Earth's Moon," Karen said.

"Fascinating as the history lesson is, we do have a crashed alien ship in the middle of New York," a green haired woman said. "I'm Abigail Brand, I run the operations of SWORD."

It would have been a pleasure to meet her, but the problem was the alien ship was starting to crack open.

Peter moved over to have a look at the hardened prisoner. The ship opened to reveal….an extremely attractive female?

The alien in question was extremely tall, with red hair that was extremely wildly down her back. Her green eyes blazed. Her body would be the envy of most super models, with large breasts, smooth skinned, curvy hips, and an extremely long set of legs. Her skin was bronzed, an orange color which shined in the light.

The fact she was completely naked caused the group to stop and stare. There was a few flashbulbs that went off in the distance as well.

Peter's big brain finally kicked in. Just because the woman in question was extremely beautiful, didn't mean that she wasn't dangerous. She could have the potential to be even more dangerous to be honest.

She stood there, looking around in confusion. She started babbling in an alien language, that only Kara and Karen seemed to sort of recognize.

"Tamarian," Kara muttered.

"What's she saying?" Gwen asked.

"Sorry, rusty," Kara said.

The girl seemed extremely frustrated that her words weren't getting through. She waved her arms around in the air and finally, she decided to take advantage of the situation. She grabbed the nearest person.

Peter was surprised that she grabbed him and his spider sense didn't go off. His mask retracted and her lips found his with a kiss.

Her hot lips pressed against his with an intense kiss. It was almost like she slipped her wet tongue deep into her mouth. Her naked, warm, body pressed against Peter was a sensation and he was a bit unset that it ended.

"My name is Princess Koriand'r and my sister sold me out to the Kree to bide her some time, and there was a dark force that visited my planet," the alien princess said. "It was there to steal all of the data, and it was working with the Kree."

Kara's tone darkened when she spat out one word, "Brainiac."

Right on cue, Peter's spider sense went off. Several drones turned up and fired their way down towards Earth. Peter looked up towards them and they started to hum.

"Don't worry, I've got this one," Kara said.

She jumped into the air and flew at one of the drones, at super speed. She smashed her fist through the drone and caused sparks to fly everywhere. The drone dropped to the ground.

Carol and Karen joined her in the air and they took out the drones. They managed to leave one intact, although they disabled it.

"We should take this back to SWORD Headquarters," Carol said. Trace it back to the source.

Peter would like to think that this was over before it really started, but who was he kidding? This was far from over.

"The Kree will see this as an act of aggression," Karen said.

"You think?" Kara asked.

"I know," Karen commented. She crossed her arms underneath her chest and titled her head back. "Especially considering the fact that they know that we're here….and Claire as well, Earth harboring Kryptonians will put us in their crosshairs."

"Then, we need to prepare," Helena said.

"I like your attitude," Brand said. She agreed and they prepared for what was going to happen next and they knew one thing, it was going to be a hell of a battle coming.

* * *

The Kree was an alarming enough possibility. The revelations just kept piling on though.

Kori was now dressed in a shirt and a pair of jeans that belonged to Karen. They were a bit faded, but they would have to do. She wasn't wearing anything underneath because she found underwear to be one of Earth's stranger customs.

She was bouncing around and given that she wasn't wearing a bra underneath that tight white shirt, that was doing amazing things to her body.

"Oh, I cannot believe it, it was a sad day when we all learned that the planet Krypton blew up, but there are some still left," Kori commented. She looked extremely eager.

"Well, she might get down and worship you right now," Gwen muttered to Karen and Kara, who both smiled.

Alura wished that she could be more amused, but the fact of the matter is that she wasn't. She would need to leave to help SWORD with this. She was with them as a part time consultant, but with Brainiac still out there, her part time work was full time.

"It was only inevitable that he would be back in our lives," Karen said to her mother. "And no matter what you said, you can't really be held accountable for what he did."

Alura sighed when she looked into the sky. Things were rather peaceful and she would really hate for that peace to come to an end.

"I just can't help, but be upset with what my creation has done," Alura said. "If I had known what Brainiac would have evolved into, I never would have made the program."

"Well, the important thing is that you're going to fix it now," Peter informed her.

Alura nodded, she was going to fix it now. This day started so wonderful as well, but there was a black cloud that was hanging over them.

The invasion, it could happen a month from now, two months, six months, a year, or it could happen tomorrow. With Brainiac and the Kree, two deadly enemies of her race, and two threats to Earth, working together, it was really dangerous.

"SWORD will do everything to ensure that they regret trying to target Earth," Carol said.

"I couldn't have said it better myself, Agent Danvers," Brand said. "Guess, the long nights of staring at nothing are finally over. Lucky us."

Kori frowned when she walked over. She hoped that she had not put these people in danger because she had misdirected her crash pod to Earth. She was aiming for the fourth planet, the red one, but she didn't really have the best sense of direction and the best knowledge of Kree crafts.

"For the record, you did the right thing," Kara said. It was almost like she read her mind point on or rather point blank.

"I guess you're right, but the least I can do is help you," Kori said.

"I'm sure that we can need all of the help that we can get," Kara said.

She motioned for Peter and Gwen to follow her. She gave them one of those looks like the three of them needed to talk in private, alone.

"The two of you are in danger," Kara muttered.

"Well, yeah, I know that, that seems to be a common problem with being a hero, we're always in some kind of danger, aren't we?" Peter asked.

Gwen could tell that there was tension in Kara's eyes and she placed her hand on Peter's shoulder. "This is something else beyond the usual danger, isn't it?"

"Yes," Kara agreed. "The Kree pulled that experiment, but a group of test subjects didn't get sent back, they escaped back to Earth."

"Why didn't the Kree go after them then?" Peter asked.

"My guess, and this is only just a guess mind you," Kara said. "They were knee deep in the Skrull war and their little Inhuman experiment fell by the wayside. Now, though, I'm sure that you and any other descendants would be just an added bonus."

"We don't know for sure if we're descendants to the experimented on," Peter said.

Kara smiled; she appreciated Peter's optimism in this case, even if it was misplaced.

"You know with your luck?" Kara asked. Peter sighed. Kara switched gears to something else, "Our best bet might be the Fortress….but we're going to have to talk to my cousin about this."

"Do you think that would help?" Gwen asked.

"SWORD is good, but I don't think their technology will even put a dent in the Kree Star Fleet," Kara said.

There was something that was in the Fortress that could blow the Kree back to where they came from. Like the Phantom Zone crystal, Kara didn't really want to use it, because it opened up another Pandora's Box.

"What, does your cousin have weapons in her fortress?" Peter asked.

"More like powerful defenses," Kara said. She didn't want to get too tied up with schematics, "But, yes a couple of weapons."

Kara hoped that they would never have any cause to use them, but the grim realization that they might spread over her body. She hoped for the best, but she banked on the worst.

* * *

A thick blue skinned alien dressed in green armor stepped onto the ship. Incensed wouldn't be the word to describe what he felt. There were several scars down his face, all complements of that barbarian that called himself a General. The General forced him, Ronan the Accuser, to kneel before him in the ultimate act of submission.

"We can verify that the last Kryptonians are currently on Earth," the computer on his ship said.

Ronan clutched his hammer angrily. He was really pissed off to say the least.

He walked down the hallway and prepared to speak with the Supreme Intelligence.

"Our partner was right, they are on Earth," Ronan said. "Do I have your permission to prepare an invasion fleet and obliterate Earth for the arrogant crimes they have committed against the Kree?"

"Patience, Ronan," The Supreme Intelligence warned him. "Our new benefactor has given us many gifts, but it would be unwise to jump the gun just yet."

"Then, when?" Ronan asked. His teeth gritted quite nastily.

"We have resources from Earth that should still be looked at, these Inhuman creatures that we crafted as weapons to be used against the Skrull," the Supreme Intelligence told him. "Unfortunately, they escaped us, when we were caught up in the war. A select group remained on Earth, but others went on to other places. Colonies existed throughout the universe."

"Many colonies we have taken underneath the Kree Empire," Ronan said. "Which is what we should do with Earth and its moon."

Earth was such a primitive planet to only have one moon orbiting around it.

"The Kree is the superior race throughout all twenty eight galaxies, and we didn't get there acting prematurely," the Supreme Intelligence warned him. "The scars on your face is proof of that folly, Ronan."

"Yes," Ronan grumbled. His hand raked across the scars. They still ached in certain atmospheres.

He recalled his attempts to reclaim Krypton. The device he planted help weakened the already unstable core, even if he and his fleet were repelled back by that barbarian of a General.

"When the time is right, we will take Earth, take the resources, and leave it nothing, but a cinder," the Supreme Intelligence droned. "They have declared war on us by harboring our enemies, therefore they must pay the price."

"Yes, and the data Brainiac only strengthened the Kree," Ronan said.

"Brainiac is a sufficient creation and he served his purpose," the Supreme Intelligence continued to drone. "But nothing created by any Kryptonian will defeat me. When the time is right, all data he acquired will be mine, and the source program will be destroyed.

Ronan would have to agree. He could not wait to personally lead the mission, acquire all of the resources.

"And then, the Skrull will be wiped out," the Supreme Intelligence said.

The fact the Skrull had their own designs on Earth, made the fact the Kree would destroy it all that much more satisfying.

Ronan didn't know why the Kree hated the Skrull, but he did hate them, along with every other race that wasn't the superior Kree. Tamarians, Thangarians, Shi'ar, anything, he despised them, and they would all bow down before the Kree.

It was time for the Kree to move forward with the next stage of the plan.

"Do nothing until my orders."

* * *

**To Be Continued on November 29** **th** **, 2015.**


	64. Friends and Enemies

**Chapter Sixty-Four: Friends and Enemies.  
**

* * *

"If there was still any justice in the world, this mutant would be convicted of the crimes that he committed. But, humans are too soft and too politically correct in the time that we live in! They won't dare offend the sensibilities of those that are different than them! They won't dare step up and say that some criminal did something, because of what he was."

A redheaded man dressed in a green suit gave a passionate speech for the people who watched. It was obvious for all who watched that he was really getting into what he was doing.

His name was Graydon Creed and he was the self-professed head of the Friends of Humanity. It was an activist group, who claimed that they represented the interest of human rights, against the growing concern of mutants.

"Where have human values and traditions gone?" Creed asked. "Are we just going to sit back and let them take the things that we have worked so hard for? They could harm our children and corrupt them. This man is being defended, when he should be given no consideration. Twenty people left dead, most of them children. That's just a tip of the iceberg of what these mutants could do, if humans do not stand up and stop them!'

A loud raucous round of cheers went up from Creed's supporters and he did know how to spin a statement.

Betty Brant watched the entire scene, like it was a train wreck that she couldn't quite tear her eyes away from. It was a spectacle no matter how you slice it.

' _All they need is pitchforks and a castle to storm,'_ Betty thought.

She frowned when she thought about how Creed popped up and kept giving these speeches. Given that there was a mutant man on trial for murder, anti-mutant sentiment now returned to the highs that it used to be.

Even with the highs the anti-mutant sentiment had returned to, Betty felt that this was a bit too much. She was growing nervous being in the presence of someone like Creed, who was not exactly known for being stable.

"When will the people see the light?" Creed demanded. His nostrils practically flared when he started to speak. "When will they realize all of these mutants are no good? Humans need to stand up for what we are, before it's too late. I understand that some of you are terrified, but humans have to prove that they will not be bullied and they will not be run over by the mutant menace."

Now Creed was gaining some momentum. Betty wondered when he was going to hit one of his pet points.

"Look at, Alison Blaire!" Creed shouted. "The world famous pop star, she has been outed as a mutant. She is allowed to keep making CDs, keep giving concerts, and people pay her money. She's not talented, her abilities allow her to make the music that people enjoy, and take away money from all of the talented, human musicians out there. That's another example of mutants taking jobs away from humans!"

Creed's aide handed him a glass of water and he put it up to his lips, drinking it. The man calmed down and continued his speech.

"The Friends of Humanity will double their efforts on the Blaire boycott and also make sure that Joey Sampson rots in a hole for the rest of his life for what he's done," Creed said. "And the state should seek the death penalty."

Betty shook her head. The state of New York didn't even have the death penalty, but who was she to stop the angry mob?

"We're going to rise up and make sure that humanity gets the fair shake it deserves!" Creed bellowed at the top of his lungs. "The MRD was shut down by soft hearted, mutant-loving liberals!"

Betty wasn't about to tell them that it was the conservatives who pushed for the end of the MRD as well, even though both sides agreed for once in their life. It was an intriguing day when both major political parties agreed about something, given that most of the time, they couldn't even make any kind of agreement on what to order to lunch.

"Yes! Burn the mutants!"

"Bring back the MRD!"

Betty sighed. The mob mentality came out in full form today. This passed as news. She was going to run with this article in the Bugle, because it was news. Needless to say, she had a few things to say about Creed. Digging up information on him had been rather difficult, for some reason. That fact alone made her more interested in learning information about Creed, now more than ever before.

Betty knew that she was jumping into the deep end, but that was part of the adventure as a reporter.

A woman in a crimson hood with dark hair also watched the proceedings with a frown on her face. It didn't seem like this was going in an ideal way. Humanity was being stirred up. The never ending cycle continued.

* * *

Peter wondered why Betty wanted to meet him so urgently. He had a lot on his plate, but at the same time, he knew when Betty Brant said something was urgent, then there was no question about it, it was pretty urgent.

He tapped his fingers, waiting for Betty to turn up. It turned out that he didn't have to wait for long.

"Busy morning?" Peter asked

Betty sat down next to him. She was rather frazzled. It took every fiber of her being not to do some serious head-desking.

"The trial is today," Betty reminded him. "And Creed is using it as an excuse to bash all mutants."

Peter had almost forgot that trial was today. Then again, he had been a tad bit preoccupied with anything.

"The kid seemed so terrified when he was being lead to the courthouse," Peter responded.

"Jennifer Walters was working hard to keep out the fact that he was a mutant out of the proceedings, thinking that it would color the jury's perception of him," Betty said. "But the prosecution thought that it was relevant."

Peter figured that they wanted to get a conviction, and the facts should really be damned. He sighed when he looked firmly at Betty.

"Do you think that he did it?" Peter asked.

Betty frowned when he asked this question. She placed her hand underneath her chin and mused, looking deep in thought.

"I really don't know," Betty admitted. "There's a lot of evidence that points to the fact that he was in the area at the time. But, he has no criminal record to speak of. Mutant or human, no one wakes up one day and just decides to kill that many people fresh off."

Peter really didn't have that much time to look into the case. The attack was such big news, but he had even bigger news.

"You really have been busy, haven't you?" Betty asked him.

"Yes, sorry, I've been busy," Peter responded.

Betty responded by waving that off, "You know, the end of the world does take a lot of precedence over everything else. And you don't even know when this alien invasion is going to happen."

It was really a tricky story to report on. Everyone saw the drones show up in New York and the alien prison ship that crashed. And the UN was arguing about a course of action, but that was just another day that ended in a "Y".

"I don't really know what's going to happen," Peter said. "I've been neglecting matters closer to home."

"Well, if Earth gets wrecked by these alien invaders, then there really wouldn't be any matters closer to home to worry about," Betty said.

Peter really couldn't say that she was wrong. It still made him feel a little bit guilty. His focus had been directed elsewhere.

On the television screen that was playing coverage of the trial, a mousy, but still good looking, woman with brown hair and glasses, wearing a nice business suit showed up. She held a briefcase and walked with a purpose.

"Jennifer Walters, the defense attorney," Betty said. Peter frowned and he slightly recognized the name. "You might know her cousin and why it's not a good idea to make him angry."

Recognition dawned on him suddenly. He nodded.

"Why did you take this case, Miss Walters?" one of the reporters asked.

"Could someone switch to the game?" a loud mouth in the bar asked. "It's obvious that filthy mutie should hang!"

"Be quiet!" the owner yelled.

Betty was obviously glad that someone spoke up, because she was about ready to snap for this douchebag to be quiet as well.

"Everyone deserves their day in court, and justice," Jennifer said. "If, Mr. Sampson is guilty, then he is guilty, but that's for a jury of his peers to decide."

"Unless you got a jury of mutants to serve in there, none of them are Sampson's peers!"

"Down with the murderous mutant?" another person yelled.

Betty could see some people in tactical gear storm into the courthouse. Security wasn't doing very good job.

"Peter, don't you have an appointment that you need to go to, like right now?" Betty asked him urgently.

She winked at him, and Peter responded, "Yes, Betty, I better take care of that right now."

In the courthouse, a young white man timidly hid in the corner. He had brown hair and looked to be barely out of high school.

"Hey, man, I didn't kill anyone!" the man yelled. His hands shook. "Someone, set me up….called Creed's hotline, chased me into a neighborhood."

"We've had enough of your lies, mutie!" one of them yelled. He held a gun on the mutant, but a line of webbing grabbed onto the gun.

Spider-Man yanked the man across, and nailed him with a vicious punch that knocked him flat on his ass. The man landed on the ground and thankfully, Spider-Man, was able to turn their attention.

"You know, if you're going to pick on someone, you better pick on someone who can fight back!" Spider-Man yelled. He took the two of them down with a vicious double kick, sending them down. "But, that's more than I can ask from cowards like you."

One of them tried to nail Spider-Man from behind with a fire ax, but his spider sense kicked in. The ax stuck against the wall and Spider-Man cracked him and webbed his hands together.

"And I'm really getting sick of the Friends of Humanity and their crap!" Spider-Man yelled. Another one of them charged him, but Spider-Man ducked the attack. "Tell Creed that I'm going to treat him like I would any other criminal if he keeps this up!"

The goons were webbed up and down on the ground. Spider-Man both defeated and humiliated them.

* * *

Some time later, the NYPD hauled off the goon squad. Spider-Man was perched on the ledge of the courthouse, watching them. He hoped that Creed got the hint. Spider-Man would take him down hard like any other criminal.

"You were amazing."

He turned around and saw Jennifer looking up at him. Spider-Man jumped down to him.

"Not many people would jump in and defend a man who was up for a brutal set of murders," Jennifer said. "But, then again, you're not most men, are you?"

Peter smiled when he looked at her.

"Guess, I'm not, but I know what it's like to be railroaded by the court of public opinion, for something that I didn't do," Spider-Man informed the woman. He lowered down to look into her brown eyes.

"So, you don't think that he did it?" Jennifer asked.

"Well, that's up for the courts to decide and not one dashing masked avenger," Spider-Man said. He smiled. "Although, beautiful and smart, you are a dangerous combination."

Jennifer smiled, her cheeks getting a little red. At least she didn't turn green like her cousin did, although she did do a remarkable job of turning green.

"Well, I guess that I should thank you," Jennifer said. That caused Spider-Man to look at her strangely and she figured that she better tell him what exactly she was thanking him for. "You're the one who busts half of my clients. Needless to say, we don't have a lot of members of the Spider-Man fan club coming into my office."

The web slinger laughed, "I guess that you wouldn't, would you?"

"No, we wouldn't," Jennifer said. "You do what you do, though, and you make sure justice is served in your own way. These men deserve their day in court though, even though I wouldn't hit them up in the club or anything."

"Well, I wouldn't either," Peter commented.

"Then again, I'm practically married to my work," Jennifer said. "This sadly has been the most exciting thing since what happened to Bruce."

"Ah, yes, that's really sad….is this why that case has struck a note, because someone is hunted down for what they are, instead of who they are?" Peter asked.

Jennifer looked extremely thoughtful for a moment. She nodded.

"I guess, at least that's partially the case," Jennifer said. "And you've made an enemy in Creed, but that's nothing new, isn't it?"

"No, not with me, just another day that ends in a "Y"," Spider-Man said to her. "You just be careful out there."

"I hear you, I don't think that Creed is going to be sending me any Christmas cards this year, on general principle," Jennifer said. "The irony would be if I had to defend that group that tried to disrupt the trial and stomp Mr. Sampson."

Jennifer didn't want to tempt fate by bringing that obvious point up, but it was really obvious that she could.

"Didn't you choose this case?" Spider-Man asked.

"Well, in a way, but to be fair, people weren't lining up around the block to defend an alleged mutant mass murderer," Jennifer said. She frowned and sighed. "I hear the pitter patter of little press feet….you better…..go?"

Her words were left hanging when Spider-Man was gone as quickly as he turned up. Jennifer's mouth hung open and she couldn't help herself from saying her next statement.

"Damn, he's good," she muttered in admiration.

She took a moment to not act like a gushing fan girl who got wet in her panties at the mere mention of Spider-Man. Even though she had the same fantasy that she was pretty sure that every red blooded woman in New York had about Spider-Man rescuing them, and then thanking her.

Not that mousy little Jennifer Walters had the guts to enact on that glorious fantasy. But it was a wonderful thought for her to have.

The lawyer turned around to meet the press.

"Miss Walters, what do you have to say to the failed attack? And what do you think of Spider-Man getting involved?"

"I think that the failed attack was a disgrace, and security should have been more on the ball," Jennifer said. Her glasses nearly fell down when she shook her head. She reached up and pushed them back on the bridge of nose. "And as for Spider-Man, well it was a good thing that he showed up when he did.

* * *

Peter returned home after a hard day's work. He wondered if they would reach a ruling any time soon. He reclined on his bed, working on a drive of some sort. He wasn't alone, Kara reclined lazily on his right side, and Gwen was curled up against his right side.

"So, you got your excitement this morning, didn't you?" Kara asked her.

"Just before the Christmas holidays, some people weren't in such a jolly mood," Gwen said. "I don't know why people are like this half of the time. The MRD was proven not to be a good idea, especially given the people who ran it."

Peter frowned when he was looking over the information that he acquired on the Kree from the SWORD database. It wasn't really much.

"Your cousin picked the best time not to make herself available," Peter said. He reached over and wrapped his hand around Kara's slim waist. "Are you sure we can't get into the Fortress without her consent?"

"I'm sure," Kara confirmed. "It is her fortress after all and there needs to be certain permissions given for us to enter it."

Peter frowned. He was half paying attention to what he was going to do, and half paying attention to the trial on the screen.

"I think that she should really key me in, but I haven't really brought that up," Kara said. She reached for the remote control and hit the mute button.

Peter wondered why, and then he saw Creed on the screen. He knew why.

"Figured that you didn't need to hear that today," Kara said. "I swear, I don't know who's backing him, but you can't go anywhere without hearing him spout his bullshit. He's on the radio, on the television, he's got his own VLOG, advertisements everywhere."

"Popular to hate mutants this week, I guess," Gwen said. Her tone had a lot of disgust dripping from it and rightfully so. "Some people just can't let go of past grudges."

"You know, this is going to stir up the wrong kind of mutant attention," Peter said.

"And you mean the magnetic kind, don't you?" Gwen asked.

Peter nodded, that was what he meant. Magneto and the Brotherhood rolling back into their lives because some anti-mutant idiot stirred up some anti-mutant sentiment was the last thing any of them needed right now.

"We're now on the steps of the courthouse, where the jury has been under deliberation, both sides have shown the evidence," the court reporter said. "And we hope that we have news of a verdict. The supporters of Joey Sampson and his detractors are all waiting in interest to see what happens and they wonder what his fate was going to be."

"If there was any justice in the world, he'd go free," Kara said.

"Depends if the jury is colored by the fact he's a mutant," Gwen said.

Both of them watched nervously on the television and it was obvious they weren't the only ones who were watching nervous.

The courtroom doors opened up and Jennifer walked out, followed by Joey Sampson. Sampson looked a bit relieved for some reason.

"That's promising," Kara commented. She clenched her fingers against Peter's shoulder, digging them in, anxiously. She stopped when she saw Peter wince. "Sorry?"

"It was a tough last few weeks, and this trial dragged on for a long time," Jennifer told them. "A witness coming forward and saying that he saw Mr. Samson chased by men dressed in similar gear that tried to attack him earlier today was the lynchpin of this trial. I'm happy to say that my client has gotten off, and the testimony of Charles Xavier and Henry McCoy also helped us, when they proved that Mr. Samson's powers could not have caused the carnage that they did, but rather it was caused by human elements, explosives. I hope that the real murderers will be brought to justice and get their day in court, so they can get the similar justice that Mr. Samson has gotten."

There was some cheering, and also some jeering. Jennifer looked rather relieved.

"It's almost like she thought that he was going to have the book thrown at him," Gwen said.

"Thankfully that one witness came forward when he did," Peter said. He thought about this and hoped that this was the end.

Sadly though, one of the enemies that he couldn't defeat with his abilities no matter how hard he tried was bigotry. And he knew that someone like Creed wouldn't give up that easily.

Peter knew that they were going to be in for a cold and bitter winter.

* * *

Jennifer Walters wished that she could celebrate this case, but she sadly knew that it was far from over. Someone like Creed would not back off easily. She had gotten a few death threats over the telephone.

Jen really didn't pay them much mind, at least right now. In the time of job that she was in, she should really be used to death threats by now. It really did come with the territory, like it or not. And she figured out that she honestly didn't like it.

Right now, she thought that she would get a quick bite to eat, before heading home to the night.

She got herself a bagel from a mini-mart, along with some coffee. She frowned when she walked over to the truck and she saw a figure clad in black.

She thought at first that someone was trying to car jack her. The figure in black turned around.

"You made a big mistake, and you defended your last mutie," the thug said. He clicked the gun and he shot Jennifer in cold blood before this statement could settle in.

The lawyer dropped down to the ground. He was about ready to finish her off.

A bolt of red light knocked the thug in the chest.

Wanda Maximoff, better known as the Scarlet Witch, stepped out of the shadows. She put the thug through the wall with a second bolt.

She bent down and checked on the woman. She was severely injured. Wanda had to do what she needed to stabilize her, but medical attention was needed.

* * *

**To Be Continued on December 6** **th** **, 2015.**


	65. Going Green Part One

**Chapter Sixty-Five: Going Green Part One.**

* * *

 

"Everyone stay calm, stand back, STAND BACK! We don't want to lose this one. Good thing she was saved when she was."

Doctors surrounded Jennifer Walters, who was hooked to several machines and strapped to a table. It looked like she was hanging on to life by the barest of threads. Her heart beat was steady, but it was rather difficult for her to keep holding on.

"She lost a lot of blood already, too much in fact," one of the doctors breathed heavily. It was lucky the bleeding was stopped when it was, but it was too late.

The doctors scrambled around; doing pretty much everything they could to stabilize the woman. She was clinging on for dear life and one thing was for certain. If something wasn't done quickly, she would perish.

The doors opened and a man with dark hair entered. He looked a bit shaken and calm. His hands were shaking.

"For once, stay in your cage," he muttered to himself underneath his breath. The doctors looked at him and all of them wondered who he was, and what he was doing here. "I'm Bruce Banner, I'm….the closest family that Jen has."

He heard that his cousin had been shot, likely by some thug that Creed sent after her, and he was finding it very hard not to be angry. The Hulk was a bigger part of him and he wanted to go after the Friends of Humanity. Those bastards were like the people who hunted the Hulk down, only somehow worse.

"Banner?" one of the doctors asked. "Sir, you better sit down and take a deep breath, keep calm."

Banner thought that the doctors were well aware of his alter ego. No matter what, he could not keep him bogged down for long. He had pacified him by allowing the Hulk to be the dominant entity, with Banner only being allowed out for short bursts, with the Hulk being the one that was allowed out to play more often.

"What does Jen need to do?" Bruce asked. "Will she be able to pull through?"

"Not without a blood transfusion, sir," the doctor said.

Bruce thought long and hard about this. The one thing was that he and his cousin had the same kind of blood, but there were other consequences that he didn't need to think about. But the alternatives were rather distressing as well.

"Can someone give her the blood?" Bruce asked.

"We can't get a donor at this hour," the doctor said. "And her blood type is rare, so it might be days before we locate someone, maybe weeks."

 _'Time we don't have,'_ Bruce thought.

"Then, I'll do it," Bruce said.

In the next room, Wanda leaned against the wall. She turned around and saw Peter standing there beside her. She threw her arms around his neck and greeted him with an extremely passionate kiss. Their tongues danced together, before the two of them pulled away.

"I should have known that this was going to happen, but I didn't keep a close enough eye on her," Peter said.

Wanda held up her hand to stop Peter's self-pity party from reaching high gear.

"Listen, you can't save everyone in the world."

Peter hated when anyone made sense like that.

"Creed is going to cause problems," Peter continued. "With your father….."

"I haven't spoken with my father in a long time, he's gone into seclusion, and the Brotherhood….well I don't know, my brother was the only halfway competent one out of that lot, so I'm guessing that Pietro's trying to keep them from killing themselves," Wanda said. "As for me, I've been trying to take in whatever mutants that I can. People find out they have powers, they freak, or their family does, and there are a lot of runaways. Creed's little mutant awareness hotline is a problem."

"So, you've been taking in mutants?" Peter asked.

"Best I can, but it's been tough with the limited resources that I've had," Wanda said. She clutched hands with Peter and rested her head on his shoulder.

"You should get in touch with Helena Wayne," Peter told her. "I'm sure that she would be happy to help."

Wanda thought about it for a moment, and she frowned extremely deeply. Shaking her head, she sighed.

"I guess I'll consider it," Wanda murmured underneath her breath. Peter held her in close. "She's going to need a blood transfusion, I heard. If she doesn't get it, she'll die."

"Her closest family is….Bruce," Peter replied.

He wondered about the consequences of the Hulk's blood being used as a blood transfusion. Of course, the alternative was in fact death, so Peter didn't know what to make of it.

"Friends of Humanity should pay for what they've done," Wanda said.

"Don't give people like Creed any fuel to further demonize mutants," Peter warned her, squeezing her hand in an attempt to calm her down.

"I don't see how he's getting away with some of the shit he says," Wanda said. Peter held her in close. "He's making my father's arguments easier."

Peter didn't want to agree with her, but Creed made a compelling argument against humanity with his wonderful personality.

* * *

 

Graydon Creed reflected on a lot of what happened. He read the news about how the trial ended up with the mutant getting off. How could people be so blind? People were too scared these days to argue against anything that was different than them, for fear that they would be branded as racist.

Creed lived up close and personal what it was like to be victimized by a filthy mutant. He had a deep dark secret. In another life, Creed had been tainted by his ancestors. He grew strong, by abandoning that heritage. He met a scientist named Warren and made a deal with him. He had his mutant blood drained from his body and replaced by human blood. The transfusion had made him completely and utterly pure.

He was human; therefore he was part of the majority of the world. He had strength beyond all measure now. Creed formed his group to help protect humans. He made a couple of deals to acquire the weapons that would help guide humanity into a new age.

Mutants were a plague, a disease, and the only way to destroy a disease would be to eradicate the root cause of it.

People who dared defend mutants and their right to live, their arrogance to use their powers to make everyday humans look foolish, really got under Creed's skin. All the people in the news wanted to talk about was the X-Men and how they were going to save the day, each and every day.

They weren't true heroes; they were just people who made humans who were trying to make their way in the world victims. They used their powers to bully humans and make them look weak.

Then there was the lawyer who defended that mutant murderer. He had been seen using his powers and he attacked a group of humans. The self-defense thing didn't ring true. Creed crumpled a sheet of paper in his hand.

He shook his head and took a long drink of water. He tried to send a message by having that lawyer roughed up. But the goon in question didn't get the job done and a mutant attacked him, another one. The woman was in the hospital, underneath the heaviest of security, and she clung desperately onto life, but she was still alive.

Creed wanted to finish her off once and for all.

There was a knock on the door that brought Creed out of his thoughts. He reached into his drawer and pulled out a handgun, putting it on his desk.

"Yes," Creed said.

A Friends of Humanity goon stumbled in. He looked to be a bit rattled, and he slumped down on the desk, clutching it. He looked like he had a lot of trouble breathing.

"Spider-Man's been asking around about you, sir, he….he seems to think that you had the lawyer done in," the goon breathed. Blood trickled out of his mouth and he finally blacked out on the floor from the pain.

Creed stepped over the man. Spider-Man already screwed up his plans once today to send a message. Come to think of it, the web slinger managed to screw up a number of his plans already. Creed was rather pissed off because of it and he prepared to take action.

He stepped over the man. This was actually not the person he was waiting for, there was someone else that he was waiting for, to visit.

The door opened and a dark haired man, dressed in black tactical gear entered his office. He had a high tech looking eye patch over his eye. He approached Creed in his office and closed the gap between the two of them.

"So, you're the one that can get the job done," Creed said.

"You made a mistake, kid," the assassin said. "You sent some amateur thug to do a professional's job. He screwed up the girl a lot, but if he had been talented, he would have gotten her done in one shot. Just like that."

He spun around, whipping out his hand, and he shot the goon that was slumped over the desk right in the head, without even looking at him.

Creed flinched at the casual way the assassin put a bullet into the head of one of his men.

"Hope that was no one important," the assassin said.

"No one of value," Creed said. He got himself injured by Spider-Man. "And I need you to take out the lawyer and also….Spider-Man."

"Spider-Man?" the assassin asked.

"If you take out that mutie, I'll double your payment, triple if you do a nice job of it," Creed said.

"Son, I always do a nice job," the assassin said in a southern drawl. "They call me, Deadshot, because I never miss."

Creed hoped he would get what he paid for and then some.

* * *

 

A red haired girl, dressed in a black shirt and blue jeans rushed down the alleyway. She wondered what the hell she did to deserve this. She had a bruise on the side of her face and one on the side of her arm. She kept running further into the alleyway, but she was concerned.

' _Don't lose your cool,'_ she thought to herself. Funny enough comment, considering her powers. _'The last thing that you want to be is like that guy on the news….you don't want to be like him, not at….all.'_

"That's the end of the line, you piece of mutant trash!" one of them growled. He held a large club up. "We're going to make you pay."

"I didn't do anything, I just warmed up some hot chocolate with my powers," she begged them. She placed her hands over her face and she cringed, shivering in response. "Please, don't….please….I didn't mean….."

"It doesn't matter what you mean, it's what you…ooof!"

A line of webbing grabbed the goon on the back of the head and caused him to fly backwards, smacking onto the ground with a thud. The other goons turned around and Spider-Man came down, slamming down on the back of his head.

"Some guys, just don't realize," Spider-Man said. He nailed one of the with a vicious venom blast to the face. The thug crumpled to the ground in agony. "No means no!"

The redhead mutant watched in excitement, when Spider-Man started to lay the smackdown on the Friends of Humanity goons. One of them tried to get away, but Spider-Man used his tendrils to grab onto the goon and pulled it into place. He smashed him down onto the ground.

The goons were all out for the count and Spider-Man turned towards the girl. She threw herself at him, wrapping her arms around him. His mask retracted, when she smashed her lips against his with a kiss.

"Um, sorry," she said, the moment she pulled away. Her salvia still connected with Peter's lip when she pulled away. "Kind of got caught up in the heat of the moment."

"Don't worry about it…." Spider-Man said.

"Angelica, Angelica Jones," she informed him. She realized that her hand still rested on his shoulder.

She had the strange desire to thank him right there in the alleyway, but that could be just because her adrenaline was pumping.

"I don't think that those guys should bother you tonight, but….you better find a safe place to go all the same," Spider-Man said.

"Right, I've got a friend that I can crash out, and….." Angelica said. She pulled out a pad of paper and a pen from her purse and jotted something down. "And if you want to get together sometime, so I can thank you, here's my phone number."

She placed the paper in Peter's hand and gave him one more kiss, before she walked off, her ass casually swaying.

' _Well, you're going to have to let her thank you, later,'_ the symbiote chimed in. _'She did offer herself. It would be rude to deny her.'_

Spider-Man couldn't really argue with her at this point. There was a buzzing that echoed in the back of his head. His spider sense went off and he just narrowly evaded a pair of bullets. The bullets stuck in the wall and Spider-Man looked up.

He could see a figure dressed in a trenchcoat. Spider-Man webbed up and went to face him.

"You got some good reflexes, boy," the man in the trenchcoat said. "But, tell me, does that little girl have your good reflexes?"

He pointed his gun at a little girl who was playing on the sidewalk. Spider-Man wondered what kind of parent would leave their child out to play in New York in the middle of the night, but that wasn't something that he needed to worry about.

The gun fired and Spider-Man zipped out, webslinging down and scooping up the girl. She was pulled out of the gun's way and the trenchcoat man was gone. Spider-Man did get a pretty decent look at his face, with the high tech looking eyepatch being his main characteristic.

Spider-Man doubted that it was a coincidence that the moment he started to hit the Friends of Humanity hard, was the moment that he was targeted from death. He hated to be the conspiracy theorist.

"AGAIN!" the young child cheered.

Well at least the girl was safe and Spider-Man was a bit rattled. Spider-Man decided to get into contact with Chloe.

"You realize what time of the night this is, don't you?" Chloe asked.

"Oh, about two in the morning," Spider-Man commented. "But, given you don't get to sleep a lot of the time before the sun comes up, I think that it's more than fine to stir you out of bed."

"True enough," Chloe said. "What do you need me to do?"

"Oh, run a background check on some guy who tried to blow my head off tonight."

"Really?" Chloe asked. "It's just another day at the office for you, isn't it?"

* * *

 

Tony and Steve joined Bruce in the waiting room. Half to give him some kind of moral support and also half to be insurance, in case something caused him to hulk out.

"Well, at least he's keeping it together, well enough," Tony muttered to Steve out of the corner of his mouth.

"I can hear you, Stark," Bruce informed him.

Tony shook his head and gave a long sigh. He didn't want to make Bruce angry. He tended not to like Bruce when he was angry. Unless his anger was directed towards the bad guys, because he liked Bruce a lot.

"I can't believe that for all of the achievements we made, people like these Friends of Humanity still exist," Steve said.

Natasha turned up to join her fellow Avengers, "There's nothing during this time that I won't believe anymore. But, I got in touch with our mutual friend and he says that security should be doubled."

"And is it being doubled?" Tony asked.

"Five minutes ago, it did, but the Avengers are the best line of defense we have," Natasha commented. "Jen has been given the blood transfusion and all we need to do is wait and see how it holds."

Steve turned to a rather shell shocked looking Bruce.

"I'm just worried about what the long term consequences are," Bruce informed them. "Between death and….what could happen, it really is a tough choice."

"If anyone of us could have done the same thing, no matter what the risk, we would have done so," Steve commented.

Bruce nodded, but it still didn't stop him from being concerned. The only somewhat decent thing that came out of this was that he figured out finally that the Hulk wasn't the biggest monster out there. That title belonged to Graydon Creed.

"I don't like that look," Tony said nervously. "Come on, buddy, keep it together."

"Just thinking about all of the awful things Creed has done," Bruce said through gritted teeth.

"Yeah, you might not want to talk about Creed….although yeah, he's a bastard," Tony replied.

Natasha was off to the side of the room and she took a call. She was speaking in a low tone, "Are you completely sure…..he really does know how to get himself into some tight fixes….yes, I know who that is, I'll keep an eye out for him."

Tony grumbled and he wasn't the only one," What now?"

"It's Floyd Lawton, or Deadshot, as his codename in the CIA was," Natasha said. "He disappeared ten years ago and returned as a mercenary for hire. Spider-Man thinks that Creed has hired him to finish the job on Jen and take out Spider-Man in the process."

"The thing about Deadshot was that he never missed," Steve said.

Natasha wasn't surprised that Steve read the files.

"He missed for the first time tonight, thanks to Spider-Man," Natasha replied.

Tony smiled, "Well leave it to the web slinger to mess up someone's day something fierce, and I mean that in a really good way, you know."

"Yes, we know," Natasha agreed. She frowned and wondered what they were going to do next.

Bruce decided to go up and see if he could visit Jen. He didn't even take two steps, when he could see a doctor blow past him.

"Her vitals, they've spiked, it's like she's rejecting the blood transfusion!"

Bruce stiffened, and his eyes glowed green.

"Calm down," Natasha warned him. "She'll pull through."

Bruce mentally counted to a thousand, taking a deep breath. It would be unwise for him to get angry right now, because that would screw everything up, and in a bad way.

* * *

 

"Yes, Peter, he's an expert shot, and he worked for the CIA for many years," Chloe informed him.

Spider-Man was swinging across the city, with the headset on when he was talking to Chloe. He kept up his movements when he made his way to the hospital where Jen was being kept. It was a long web swing across the town.

"And they call him Deadshot, because he never missed," Spider-Man murmured.

"Yes," Chloe agreed. "He kind of makes Deadpool stable when you think about it, given how much he's in love with his work."

"I don't know if I'd go that far," Peter said.

"At least Deadpool has….well….yeah, I guess I wouldn't go that far," Chloe informed him. "I made sure to inform Natasha of the situation. We're a bit short handed, but you can't really call for better security than the Avengers."

"No, you couldn't," Spider-Man said. He didn't run into any trouble that might hasten his arrival. "So, is there any luck on Creed?"

"No luck," Chloe admitted. "You're on the right track, I think. Someone like Creed is likely to have a really large skeleton in his closet. What it is?"

Spider-Man swung across the town, "I don't know….but he seems to make everyone want to know that he's a pure human and never shuts up about how he has the best interest of humanity in mind."

He was pretty much almost to the hospital, and the more he thought about it, the more he realized that if he could find that one incriminating piece of information about Creed, he could shut down.

"Without any proof, we can't do anything, but speculate," Chloe admitted. "But, I'll keep digging, there has to be something. He's done a good job in burying a lot about his past. Because that's really conspicuous at all."

"Yes, tell, Natasha I'll be there in about a minute," Peter said.

"Will do," Chloe said.

Spider-Man kept swinging and the hospital was nearly there. He stopped when he spotted a very familiar trenchcoat wearing figure. He had a scoped rifle and he pulled the trigger.

There was a loud bang and at the same time, a shot nailed Spider-Man's web line and caused him to fly down.

He watched, in horror, when a bullet flew through the hospital window in Jen's room. Deadshot turned around, and he saw Spider-Man scramble his way up the side of the building.

"Scratch one off of the list," Deadshot said. "One down, one to go. It's your turn, web slinger."

Spider-Man dodged another bullet, and disarmed Deadshot of his gun.

His spider sense went off and a rifle went off along with it, barely avoiding clipping Spider-Man.

Deadshot was gone, but Spider-Man knew that he was around.

Thankfully his spider sense gave him a good sense of where the bullets were coming from and when to dodge it.

Three bullets came at him from three different sides and Spider-Man could only dodge two of them.

* * *

**To Be Continued on December 13** **th** **, 2015.**


	66. Going Green Part Two

**Chapter Sixty-Six: Going Green Part Two.**

* * *

 

Spider-Man swung down and punched his enemy in the face as hard as he could. Deadshot hit the ground and could feel his jaw become rattled. It was a good shot, and it did the job nicely.

Deadshot pulled out another concealed weapon and fired at the web slinger once again. Spider-Man dodged it, and a second shot was avoided as well. One web line shot out and yanked the gun out of his hand. Deadshot groaned when the line of webbing ripped the gun from his hand and Spider-Man brought both feet down onto the top of his head. Spider-Man stood over him and pulled Deadshot up to face him.

"You could have hit….." Spider-Man said. He was too tongue tied to say anything.

"Don't worry Web Head, I don't hit anyone but my intended target," Deadshot managed. He was trying to push himself away, but Spider-Man nailed him hard in the ribs and doubled him over with another punch.

"Not playing around," Spider-Man said through gritted teeth. He slammed Deadshot into the wall and hurled him off of the edge of the building.

The mercenary was stopped at the last minute with a series of web lines. That caused him to dangle over the edge of the building like a particularly grotesque and demented puppet. He swung back and forth.

With the mercenary secured, that allowed Spider-Man to web sling down. He could hear the screaming inside the room. It was the obvious chaotic aftermath and the web slinger slipped through the broken window, careful not to get glass on his foot.

There was another smash and Deadshot managed to somehow free himself. He held another gun at Spider-Man.

"You've got to be kidding me!" Spider-Man yelled. "How did you get out? Actually, why did you get out?"

"With all due respect to others who have said it, I'm the best in the world at what I do," Deadshot said. "And I have a contract, and it's on your head, and I intend to fulfill….."

Spider-Man webbed the gun and yanked it out of his possession. Deadshot stumbled around and Spider-Man went for a punch. He blocked it and moved around, before pulling another gun on Spider-Man.

A pair of green hands grabbed Deadshot around the head and lifted him up off of the ground. The mercenary was plucked off of the ground and pulled into the shadows. He was shaken for a little bit and hurled down to the ground.

He get the ground extremely hard. His breathing became really ragged.

The door opened and the Avengers entered the room, with several members of New York's finest. They saw Deadshot down on the ground.

Spider-Man blinked and he saw the Hulk standing in the door far away from the pair of green hands which grabbed Deadshot. This sight confused Spider-Man to no end. He was trying to piece together what the hell happened. That didn't make much sense come to think of it.

Deadshot tried to pull a gun, but a blast from Iron Man's armor put him down.

"Got to give the guy credit, keeps getting up, keeps trying," Tony said.

Spider-Man was wondering what the hell happened. He could see quite a stunning sight make her way from the shadows.

A tall green woman of over seven feet tall approached them. She was built like a model, with the hospital gown almost in tatters and being held up by the sheer force of faith. It wrapped around her tight body. She had a large set of breasts that threatened to rip out, and her ass was perfectly formed, along with a dazzling pair of legs.

"Damn," Tony muttered. He was slapped in the back of the head. "What? You all were thinking it, even you Natasha."

Natasha was, not she would admit it to Stark.

"That wasn't the point," Natasha replied, shaking her head. "Jen, is that you?"

"Um, ta-da," Jen said. She looked over towards the mirror and looked at it.

"Banner knew that this could happen," Hulk grumbled. He walked over. "Look….."

"Green is totally my color," Jen said, a wide green spreading over her face. She looked over towards him. "Guess getting shot gave me the adrenaline rush that I needed."

"That's normally not a good thing," Spider-Man offered her. She turned around towards him and gave him a nice smile.

"Oh, I can show you how good of a thing this is, if we got five minutes alone," Jen said. She stepped forward and bent down to look at Spider-Man. "You know, I never got a chance to thank you for saving my ass at the courthouse. And quite the ass it is now."

"I didn't need to hear that at all," Hulk grumbled.

"We need to figure out who sent this guy," Stark said.

"Isn't it obvious?" Hulk grumbled. He slammed his fists together with a concussive force. "It's Creed!"

It was spoken in that, "Hulk's gotta smash" tone and Spider-Man would have to agree with it. Creed really did bring out the very worst of people.

* * *

 

Jen was escorted to the Penthouse, which was closer. Gwen and Chloe met Peter there, looking her over. She was changed into a tight white top and a tight black skirt, that somehow fit her. Then again, they were clothes that belonged to Karen when she was here, so that would be the reason why they were fitting her.

"Okay, you're perfectly normal, other than the fact that you've turned into a large hulking female Hulk," Chloe said. "Some kind of….She-Hulk, I guess?"

"She-Hulk?" Jen asked. She was rolling over the name in her tongue and tested out how it sounded to her. She had to admit that it had a certain ring to it. "I don't know how to….well I don't know how to turn it off. I'm perfectly calm, aren't I?"

"The mysterious of gamma radiation induced hulk outs is a mystery," Chloe said. The blonde looked rather thoughtful. "In theory, the hulk out could be tied to anger, or it could be tied to….sexual desire."

"Very Freudian of you," Jen muttered.

"You're perfectly healthy, other than the….changes," Chloe said. She wouldn't mince words. "I thought that it could end up a lot worse."

"You mean that the Gamma Blood could potentially poison her?" Gwen asked and Chloe nodded, with some reluctance right by her side.

"Well, that's not a side effect that I would prefer to think about," Jen remarked. She stretched back and realized the shirt stretched around her chest a bit tighter. The gaze of Chloe and Gwen went in the obvious direction. "But given the alternative was dying from blood loss, I think that I got out ahead."

"Yes, you most certainly did," Chloe said.

"So, am I done here?" she asked him.

"In a sense," Chloe informed her. "We're going to have you monitored, but I'm pretty sure that you could be good. You might need to learn a little bit more about control."

"Yeah, I'm really sorry about that door back there, I guess that I don't know my own strength," Jen said. She gave a shifty little grin.

"Don't worry, all of the doors that I destroyed when I was learning my strength, you would laugh at it."

Jen looked up and she nearly had a fangirl moment. Which was hilarious because she was a seven foot tall hulking green fangirl. She came face to face with Superwoman, who turned up to join them.

"What are you doing here?" Chloe asked. She thought that she would be used to Claire flying on in.

"I was in the neighborhood and I thought that I might drop by," she informed Chloe. "Where's Kara?"

"She's visiting some friends in Gotham City," Chloe replied. "She actually left this morning, you just missed her."

Claire looked honestly disappointed in that fact, but she understood that her cousin had a life of her own and she had people that she would like to spend some time with.

"Actually, she wasn't the only person that I wanted to see," Claire said. That caused Chloe to raise her eyebrow. "Actually, is Peter, here, I think there's something…"

"He's currently out on a mission with the Hulk," Chloe said. That caused Claire to raise her eyebrow. "So, Strike Two, is there anyone else that you want to talk to while you're here, or are you….."

Claire tensed up and she could hear the scream. There was a fire across town and there was a pair of terrified children.

Chloe knew that face, and she knew that duty called. She had been so used to Claire suiting up at a moment's notice.

"I'll talk to you later," Claire said. She was pretty sure it was nothing, but a feeling in the pit of her stomach that something was wrong. Lois only neglected to return her call after last night.

Claire flew across town, because that looked like a job for Superwoman. Chloe wondered why she seemed so distracted. She knew that Claire had been working extremely hard, and she seemed to be running around the world.

"Wow, talk about your drop in visit," Jen said. She exited the room, happy that the tests were done.

"So, how are you feeling?" Gwen asked.

"Hungry," Jen admitted. She wondered if it was a side effect. "Better put in some long hours at the office, because I have a feeling that the food budget is going to be through the roof. Hopefully they are able to overlook a slight skin condition."

She frowned when she was brought some food before her.

"I'm making light of a really serious situation, aren't I?" Jen asked.

"You're not as bad as Peter is," Gwen muttered. Jen looked at her.

 _'And another person knows the secret identity,'_ Gwen thought. _'And this one doesn't seem so surprised either.'_

"So, he's Spider-Man, isn't he?" Jen asked. That caused Gwen to turn around and flinch. "It wasn't hard to fit it together. You might want to tell him to not public patent half of the tech Spider-Man uses in his missions."

"Well when he gets back, you can tell him," Gwen replied.

Jen smiled, she intended to tell him a lot. And if she had her way, she would do more than tell him.

* * *

 

Graydon Creed was a bit nervous. He didn't hear back from Deadshot and that put him in quite the mood. In fact it was more than quite the mood, he was rocking back and forth holding a gun and muttering to himself.

"This shouldn't happen, this shouldn't happen," Creed said. He could see the reports on the Internet, calling for Creed to answer for his crimes. Then he saw the news report slowly pop up on the Internet.

It was all over the websites, every corner of the Internet. It was on the news media. Proof that Graydon Creed was not only a mutant, but he was the son of known mutant terrorist, Sabretooth and another known mutant terrorist known as Mystique.

The house of cards Creed built started to crash down around him. The jig, as they say, was completely up and Creed was sweating like a pig in the suit.

Creed reached into the safe and started to clear it out. There was going to be no way that he was going to be around when shit started hitting the fan.

Inside the headquarters, the Friends of Humanity was watching the news, along with the rest of the world. One of the goons looked absolutely shell shocked and turned to his fellow goons.

"So, do you think that it's true?" one of them asked.

"Nah, it's just more anti-human, pro-mutant propaganda to slander Creed and the Friends of Humanity," one of them said.

A fair number of the Friends of Humanity really didn't give a damn about humans or mutants. Some of them just wanted to be in the group, because they needed an excuse to push people around to show how much better they were to other people.

"I don't know, it seemed very convincing," one of the men commented. He got up to his feet. "I'm going to demand Creed explain himself. If he's one of them, we've been lied to."

One of the other Friends of Humanity grabbed him by the sleeve. "I'm not sure if that's a good idea."

"Why wouldn't it be a good idea?" one of the Friends of Humanity goons asked. He was getting sick and tired of getting the go around. He wanted answers and he wanted them now.

"Because, it wouldn't be a good idea, Creed has a gun in his office and he left us instructions not to bother him," one of the Friend of Humanity guys said.

So, they had to sit and they had to wait, to see whether or not any of them would swing by. The waiting game was one that they hated to play.

A thunderous smash was heard from outside. That caused the Friends of Humanity members to bolt straight up. One of them got to his feet, because someone answered. He picked up a large laser blaster and put it in his hand.

The door opened and he saw Spider-Man casually hanging from the door, "Hey, how are you boys doing?"

"It's Spider-Man!" one of the Friends of Humanity goons yelled.

"Yeah, it's me, it's Spider-Man, none other than your friendly neighborhood Spider-Man!" Spider-Man said. He dropped down onto the ground and he could see a lot of laser rifles pointed directly at him. He hitched in his breath and continued, "Well, we have a bit of a hostile crowd don't we….oh did I introduce you to my little friend?"

The Hulk stepped out of the shadows and all of the Friends of Humanity looked nervous. They pointed the weapons at him. Hulk stared them down, and snorted.

"Really, you want to try that?" Hulk growled. The guns started to fire at him, but the Hulk rushed forward and knocked them over like bowling pins.

Spider-Man stood back and let the Hulk work his magic. He hoisted one of the Friends of Humanity goons up in the air and snarled.

"Where is Creed?" he demanded.

One of the men weakly lifted a hand and pointed at the door behind him, before he blacked out from the misery. The goon was dropped down onto the ground, falling down with a clatter.

Hulk stepped forward, and reached for the door. He ripped it off of the hinges. Spider-Man stepped behind the Hulk.

Graydon Creed got up to his feet and he pointed his gun directly at them. He fired one shot at the Hulk, which was a mistake. The Hulk stepped forward, grabbed Creed and hoisted him up off of the ground.

"Hands off me freak!" Creed yelled.

"Now, you're just get him angry," Spider-Man said. "And you wouldn't like him when he was angry."

Creed was pretty pissed off himself and he was cursing Spider-Man at the top of his lungs.

"So, did you like my little news broadcast, Creed?" Spider-Man asked. "I wonder how drunk your mother would have been to sleep with someone like Sabretooth."

"If I ever find that bitch, I'll kill her for leaving me with that monster!" Creed howled at the top of his lungs.

"Should I smash him now?" Hulk asked. He almost looked like a giddy schoolgirl.

Creed looked terrified at the prospect of being Hulk smashed. He turned to Spider-Man, quivering.

_'Okay, this is just sad.'_

"You've got to stop this beast from smashing me!" Creed yelled. "You can't let him kill me."

"But here I thought that I was a no good filthy mutant, who was a savage," Spider-Man said. He turned to Hulk and motioned for him to walk Creed outside.

"You can't do this to me, you can't do this to me!" Creed yelled. He looked and saw his Friends of Humanity members watch him being hauled off. "Just don't stand there, help me!"

Some of them threw down their vests and their hats and walked off in disgust, leaving Creed at the tender mercy of Hulk and Spider-Man.

"Hulk?" Spider-Man asked.

"Yes," Hulk grumbled.

"Trash," Spider-Man informed him.

The Hulk shoved Creed into a dumpster. He was completely humiliated, when the press and the police had arrived. His downfall had been spectacular, all because he had messed with the wrong person.

"Just where a piece of garbage like you belongs," Hulk growled. "Should have got to smash him though."

There was a loud round of cheers that went off from some of the observers.

"See, they agree with me," Hulk responded. Spider-Man just responded with a shrug. "Yeah, I know, I'm better than him."

Spider-Man turned to address the press.

"So, what do you have to say about what happened tonight?" Betty Brant asked. She was into the forefront and she was always in the center of the action.

"The Friends of Humanity is a lie," Spider-Man told everyone. "It was one man's personal vendetta on steroids, and that never ends well at all."

Creed was slipping and sliding on the garbage when he was pulled out and he was placed into handcuffs. Creed would forever be disgraced and the Friends of Humanity reached their end. All and all, today was a good day.

* * *

 

Spider-Man changed back and returned home. He went over to the fridge to get something to eat, to find that it was empty.

"Yeah, sorry about that."

He turned around and saw Jen standing there, wearing an entrance tight white shirt and a pair of tight shorts, with her feet bare. It was a lovely sight and it was hard to take his eyes off of her.

"There's some ice cream in the freezer, at least I think that it is," Jen commented. "So, you've been busy tonight."

"Yes, I have," Peter said. "So, I guess you're another person who knows who I am."

"And here I thought that Spider-Man was really J. Jonah Jameson," Jen joked. "And he was trying to throw people off of the track by ripping into you in the most cartoonish way possible."

"Yeah, I really need to lay off using the gadgets that I patent," Peter said. "But can you blame me for wanting to make some extra money?"

"Well, supporting all of these women, I'm not surprised that you need some extra coin on the side," Jen said. She grabbed him by the hand and led him down the hallway. "I guess, I'll be fine in a couple of days, and I swear, I'll repay you cleaning out your fridge. Guess, with these powers, I don't have to ever worry about going on a diet ever again."

"Are you always on?" Peter asked her.

"Aren't you?" Jen asked him.

Jen smiled when she crossed the room and wrapped her arms around Peter's waist.

"I really didn't have a chance to thank you," Jen muttered. She smiled when she looked at him and she looked at Peter.

"It was all in a days wo…"

Jen's mouth pressed against Peter's and she shoved him right through an open door. The two of them stumbled back into the room.

She held Peter back against the wall and continued to kiss him. Her mouth slowly sucked on the side of his neck and she ran her hands down his body.

"Oh, this feels like it's good," Jen said.

His pheromones went off at the worst possible time, and Peter had a savage She-Hulk ready to molest him.

Actually, there were far worse fates in the world.

Peter reached around and gripped her firm ass in his hands, squeezing her cheeks and kissing her.

"She-Hulk fuck not so puny spider," she groaned. She blinked. "Sorry, if that killed the mood."

"You're going to have to get the mood back," Spider-Man informed her.

She groped his bulge casually and kissed him harder yet. Spider-Man thought that went a long way of helping.

As it turned out, Jen was hungry, and this time it wasn't for food either.

Jen ripped his shirt off and pushed him back, giving him another kiss. Her libido was ramped up to an intense level.

Peter returned the fire, shoving his tongue into her mouth. It was obvious that she was not going to lose the battle, but Peter was going to give her something to really fight for. He pulled back from her and she playfully nibbled on his lips.

"And there go my pants," Peter groaned.

Jen smiled, "Well, hopefully you weren't attached to him….oh this looks promising."

She gripped his tool in her hand and slowly tugged on it. Her hand rubbed up and down on his manhood, causing it to throb in her hand. The more Jen played with it, the harder it grew in her hand. She couldn't believe how wonderful and amazing it felt growing in her hand. She leaned forward and her tongue brushed against his tool.

Peter groaned when her wet tongue lubricated him. She brought him deep into her throat, giving him a really messy and loud blowjob.

Jen looked up at him, with a savage fury in her eye. All Peter could do was grab onto the wall and allow her to do what she did. He had to admit that this was causing a fire to be stirred in him. She looked up at him and brought her mouth down onto him, her nose pressing against his pubic bone.

She really hoped that he got the message loud and clear. The moment his hands found the way on the back of her head, she knew that he did.

"I'm sure that you can take it," Peter groaned. He started fucking her throat hard. Jen kept slurping and sucking on him.

Jen had dreamed about having some stud using her mouth as his own personal fuck hole. While mousy Jen Walters would never do that, She-Hulk didn't really have that much of a problem. Her mouth got fucked again and again.

Peter felt the warm heat of her mouth engulf him. Her surprisingly soft fingers stroked him and played with his balls.

"Keep that up, and I'm going to blow….right now," Peter grunted. That didn't deter Jen, rather his words caused her to blow him even harder.

Peter grabbed his hands on either side of Jen's face and shot his cum into her mouth. She wrapped her lips around his tool and sucked it dry.

Jen got to her feet. The jade giantess pulled off her top, revealing her large breasts. Carol and Karen had a pretty good set themselves, but Jen was most certainly up their within the elite. Karen might have been the only one that had her trumped come to think of it, and it was a close race.

Perhaps one day, Peter would have to an up close and personal comparison.

"So, what do you think?" Jen said in a sultry voice. She lifted up one of her breasts and wrapped her lip around the nipple, suckling it.

"Think I'm ready to go," Peter groaned.

Peter slid down her shirts, to reveal her wet green pussy, Peter massaged her folds and she moaned. He pushed her back onto the bed and continued to tease her, sticking to the inside of her cunt with his fingers.

"You better put it inside me, otherwise I'll put you through the wall," Jen said. Peter pushed her hands back behind her head and kissed the side of her neck and teased her breasts.

Jen was riled up and ready to go. Her pussy ached for that tremendous chunk of meat to go inside her pussy. It turned out that she wasn't going to be disappointed. Peter hovered over her pussy and slid inside her pussy.

"YES!" Jen breathed. She felt the tip of him touch her pussy.

Jen's legs wrapped around Peter's back and held him close. She could feel him bring that large meat rod into her pussy. Her damp cunt sucked him in and brought him out. He gripped her hips and pushed into her depths.

"Do you like that, Jen?" Peter asked her. He leaned down and nibbled on the side of her neck.

"Do you…have to ask," Jen panted. Peter plowed her dripping hot pussy.

Peter was glad that she liked it. His swelled inside her pussy. Her damp center squeezed him. She clenched and released him, practically milking him. Her nipples looked inviting and Peter had to suck on it.

Jen never felt anything good. She enjoyed her first orgasm with a cock inside her. She could hear Peter groan when her pussy tightened around him, clenching around him.

"Are you hurt?" Jen asked. She found it amusing, normally it was the man who asked the woman that.

"No, not the first orgasm I felt that could crush a normal man's cock," Peter said. Peter gripped her hips and plunged down inside her.

Jen marveled at how much of a stud that he was. His cock plunged into her wet and willing depths. She released him when he plunged inside her.

"More," Jen begged him. She wrapped her hands around the back of his neck and dug her nails hard into his neck.

Peter groaned. All of her felt so sinfully tight. Her pussy got so slick, so wet, that it was easy to plow himself inside her. Jen's hips bucked up hard, clenching him extremely hard. She released him.

And speaking of release, that's where Peter was heading.

"Don't you dare pull out of me," Jen breathed. She made sure Peter stuck rather close towards her.

Her wet pussy clenched him and released him again. She milked his cock with her hips and finally it was time.

Peter groaned when he felt his balls unleased their tension. Her pussy milked him about as well as her mouth, even better to say the least. He drove his throbbing cock inside her tremendously tight pussy.

Jen smiled when Peter pulled out of her. She hoped that he had more in him.

Peter groaned when she rolled over the top of him. Her large breasts pressed against his chest and her nipples driven down onto him, it made it extremely hard for Peter to really argue with her.

"Good, you're ready to go again, and not a moment too soon, because I'm going to ride you," Jen said. She bit down on her lip. "Bigger from up here….harder than it looks to be in control."

Peter reached over and grabbed Jen's hips, driving her wet pussy down onto his throbbing tool. His tool stretched out her walls and they trapped her.

Jen had the time of her life. She bounced up and down on Peter. Her hot box engulfed him. His cock did a wonderful job in causing sparks of pleasure to go through her body. His hands cupped her breasts.

"Yes, molest my breasts!" Jen screamed at the top of her lungs.

The bed creaked from underneath her. Jen didn't get distracted by that. Rather, she bounced higher and higher.

Peter used his sticky fingers to work her nipples over. Jen threw her head back and allowed a soft moan to erupt from the back of her throat. She drilled her hips down onto his tool when she rose up and brought herself down onto him.

He cupped her nice tits in his hand. She pulled herself all the way up and brought herself down onto him again.

Peter's balls throbbed when she rode him intensely on the bed, with all the passion and all of the fury of someone who enjoyed herself. Jen's fingernails dug into Peter's shoulder.

Jen hit a gusher and she lubricated his hard pole with her juices.

The springs of the bed cracked and Peter felt that he was a little lower. The legs of the bed crashed underneath him.

Jen kept riding him up and down, and Peter hoped that the floor would be a bit more sturdy, for both of their sakes. She rose up off of him and brought herself down.

"Time for the begin finale?" she whispered. Peter nodded.

"Ladies first," Peter said.

Jen scoffed, "Yeah, like I'm really a lady. All women, yes, but not a lady."

Her wet walls closed around him to milk him. Jen's orgasm was intense and she thought that she would never come down from it.

Jen came hard and Peter knew it was his turn. His balls ached and he fired a huge load inside her. Jen rode him all of the way, matching him all the way to the finish.

She collapsed down on the ground, right next to Peter.

Jen and Peter came down from their mutual highs. Jen wrapped her arms around Peter, her breasts pressed against him. She casually played with his hair and looked around the room. She frowned rather intensely.

"I think you might need a new bed," Jen commented in a casual voice.

Peter laughed, he would have to agree.

* * *

 

Deadshot found himself in the back of a van, ready to be hauled off for questioning. He had warrants out in fifteen different countries, and bounties on his head. He was surprised when he learned about them.

He knew he was good, but he didn't think that he was that good.

The van stopped and Deadshot wondered why the van was stopping. It was times like this where he really wished that he had a smoke, because he was on edge. He started to rock back and forth.

A loud explosion echoed and Deadshot jumped up to his feet. Another loud explosion on the road and the doors swung open.

He saw a rather imposing looking figure dressed in gold and purple armor. He had a twisted face like a goblin and he leaned in.

"Who are you?" Deadshot asked.

He lifted up a key and unhooked Deadshot from the shackles. He injected something into his neck before he did.

"Come with me if you want to live," the masked man said.

"And what if I refuse, son?" Deadshot asked.

"Those nanobots will cripple you before you even walk two steps, all I have to do is press one button," he said. "Oh, and call me the Hobgoblin. You've been drafted into the Suicide Squad."

"The Suicide Squad?" Deadshot asked. It sounded like his kind of party.

"The boss doesn't like when we call it the Suicide Squad, but that's what it is," the Hobgoblin responded.

He blew up the van when Deadshot was clear of it. He couldn't resist leaving his mark.

* * *

 

**To Be Continued on January 3** **rd** **, 2016.**


	67. New Year Same Mysterio

**Chapter Sixty-Seven: New Year, Same Old Mysterio.**

* * *

Spider-Man currently was out on the streets and talking to someone on his headset. Christmas had passed and it was after the first of the year. Thankfully, for once in their life, crime had taken a holiday and left him alone over Christmas vacation. Spider-Man said that he really had to appreciate that, but now that they had passed another year, the criminals had obviously made it their New Year's Resolution to cause as many headaches as possible.

' _And they would be the only people in the world to actually keep a New Year's Resolution, lucky me,'_ Spider-Man thought.

"The Fortress would have the capabilities to slow the Kree down," Claire was telling him over the headset. "Do you have any idea when they're coming?"

"I don't know, the fact they haven't arrived yet is making me nervous," Peter responded to her. "And you know, with Brainiac on their side….he has access to all of the Earth's secrets."

"Yes, I know, but we're just going to have to think outside of the box," Claire added.

"So, what's been going on with you?" Peter asked. He perched outside on a gargoyle, looking around. "You seem a bit distracted."

"Lois….she hasn't come back from the deep cover assignment that she was on," Claire said. "At first, I thought that she really hit something big, but now I'm worried."

"She still hasn't?" Peter asked. "She left three weeks ago."

"I found the general area where her plane went, she certainly arrived in South America, and then after that, the trail seems to have gone cold," Claire said. "You worry about what you have to do now, and I'll worry about her….although knowing Lois, she'll show up in the office Monday morning, with some gripping tail about how she narrowly avoided terrorists."

"Half the time, don't you end up saving her?" Peter asked.

"More than half, but she's capable of taking care of herself if push comes to shove," Claire replied. "The problem is she really gets into some dangerous situations that no person could pull herself out of."

"Right, I'll let you deal with that," Spider-Man replied. He leaned his head back and he dropped to the ground.

He could see the doors of a bank jarred open. He wasn't the first one on response, rather he ran into Jean DeWolff. The officer was bent over the security guard and shining a light in his eye.

"The lights are on, but no one's home," DeWolff said.

"Really?" Spider-Man asked. "This is the third time that this has happened this week, and no one has been close to figuring anything out."

He stepped into the room, approaching the man on the ground. The vault looked to be opened by the guard on his own accord, and the money was taken out of the vault.

Spider-Man looked over things. He had to admit that overall, he was completely and utterly baffled with the entire situation, and he couldn't even begin to describe it.

"DEMON!" he piped up. The guard shook and he was starting to violently have a seizure. "A terrible…terrible…demon….made me open the bank vault….made me….get the money!"

The guard started to twitch and his head slammed against the wall in a violent fury. He passed out from the pain of his own self inflicted injuries.

"Okay, I think we'd have better luck if we pull up the security feed and see what is going on here," DeWolff said. "Right now, this is starting to sound like a plot in a very bad B-Movie."

Spider-Man became fixated on the very bad B-Movie part of her statement. Maybe he was putting two and two together in the worst way possible, but he sensed that there was trouble.

The security feed was put up and Spider-Man watched the images flash on the screen right before him. A very bad B-Movie seemed to be a good enough description to be honest. He watched it.

There were demons and one of them scared the bank guard into opening the vault. The man was terrified out of his wits and forced to do the bidding of whatever forced him to open that vault. Spider-Man watched the demons and he was beginning to put together a rather fascinating theory.

"Hopefully he regains his sanity," Jean informed him. "The others we found like that, hadn't?"

Spider-Man was now curious. This looked like a Mysterio trick, but Mysterio's tricks never left the person in question permanently distressed and unable to be rational. He was completely bamboozled by the entire mess.

He walked out. The second he did, Wanda came around the corner to join him.

"Someone is warping reality," Wanda informed him. Her completely blunt statement caused Spider-Man to stand up straight. "On a level they shouldn't be warping reality. I should know, because I can feel it."

Spider-Man was glad that she got to the point.

"Can you figure out where this reality warper is?" Spider-Man asked.

"I've got a pretty good idea," Wanda suggested. "Good thing I decided to stick around town for a few weeks, and talk to Helena when she was here about the mutant relief thing."

"And what did she say about it?" Peter asked her.

"She seemed interested," Wanda said. It was good to get some support on this very pressing issue. "But never mind that, we got to stop this guy….never thought that I'd be this into heroics. You're becoming a bad influence on me, Spider-Man."

Spider-Man gave her one of his winning smiles, even though the mask kind of killed the effect.

"I seem to have that effect on a lot of women."

She laughed, "You do indeed, you do indeed."

* * *

In an abandoned warehouse on the outskirts of the city, the one and only Mysterio was pacing back and forth. He had actually been out of Ravencroft for a number of months.

"Those fools didn't realize that I had left an unsuspecting stunt double in my place, biding my time, until the right moment," Mysterio said. "And now time for my masterpiece to unfold!"

He looked back at his ill-gotten gains. Money and jewels stacked to the ceiling. And all he had to do was terrify the guards to death and they would clean out the vault to make it stop. Only he couldn't figure out to make it stop.

It was a wild last couple of weeks for Mysterio when he acquired that particular gem which allowed him to warp and twist the fabric of reality like it was no one's business. He picked up the yellow gem and placed it in the palm of his hand.

"It was quite fortunate that I came across you during one of my heists," Mysterio commented. He flipped the gem over in his hand and it glinted in the light. "But it's more fortunate that I have been able to accomplish a lot with you in the palm of my hand. And soon the entire world will be resting in the palm of my hand, including Spider-Man!"

He flipped on another camera, detailing how Spider-Man was on the scene at the last robbery. Beck's agitation grew to a higher height and he took in a deep breath. He mentally counted to ten; try not to lose his patience, even though it was a difficult thing for him not to lose at this point.

"So, he's here, isn't he, and always, he has to steal the stage!" Mysterio bellowed. He started breathing in and out heavily. He must not lose it, for when he lost it, the amulet was going to act weird.

He sprung up to his feet and started to pace around in an erratic manner. He was literally wearing a hole into the carpet.

"The good thing about me, is that I'm a performance actor, and I'm able to adapt to circumstances," Mysterio said. He hitched in his breath and murmured underneath his breath, "I'm able to adapt to any and every circumstance, no matter what they are. For that's who I am ,and that is what I do."

Mysterio drummed his fingers against the side of one of the tables in his hideout. He was trying to think of something, anything, to bring the final curtain down on the web slinger.

"For too long, we have clashed back and forth, and you have made me look like a fool," Mysterio said. He looked onto the television. "This entire crime spree, it should have me front and center, but instead it has you. You are not the one who orchestrated this, and you sure won't be the one who can stop it!"

Demons flickered into Mysterio's line of sight. He calmed down the illusions before he launched into his speech one more time.

"I'm the one who accomplished this," Mysterio continued. "The power of this, it's mine, and I won't let you…I won't let you stand in my way!"

Mysterio was gaining an insane amount of momentum with his ranting. The scary part was that he kept ranting and it was almost like he was ranting to an audience that technically wasn't there.

"I WILL HAVE MY DAY!" he howled at the top of his lungs. "I WILL HAVE MY DAY!"

Once again, there was no one there, and Mysterio looked around. He prepared to make his next move. Soon enough, the final curtain would drop on Spider-Man.

"He will no doubt follow the trail and he will be here, and I will be ready to wipe him out just like the insignificant cockroach he is," Mysterio said. He slammed his hand into his fist, making a loud crack.

Mysterio saw his own reality distort around him and he could see himself broken and busted on the ground, surrounded by thousands of Spider-Men, swarming him on the ground.

He snapped himself back out of what he was doing. He refused to be broken, that was an illusion.

"We're going to work as one, and do this," Mysterio whispered to the gem when he rotated it in his hand. "We're going to do this and work as one."

* * *

Spider-Man arrived outside of the hideout. This was the type of place that Mysterio would hole himself in and also the type of place that kind of gave him a case of the willies. He looked around and saw a large puppet dangling from the ceiling. It had a face that some idiot thought would amuse children, but never the less, it would give them nightmares.

"Welcome Spider-Man!"

Spider-Man turned around and saw the Green Goblin standing before him.

"The Goblin, no way!" Spider-Man said. He dodged a fireball from the Goblin, and he dodged its attack. "Wait a minute, you can't be real, you're supposed to be in the Phantom Zone."

Spider-Man closed his eyes and focused. The Goblin disappeared and Spider-Man kept walking.

"Yes, but I'm very real, archanid."

Two mechanical arms shot out and gripped Spider-Man around his arms, yanking him off the ground. Spider-Man flipped out of the grasp of Doctor Octopus.

"You're currently in a coma, your brain has been fried!" Spider-Man yelled. Ock tried to attack him. "Look, I'm done playing games….."

"Then play this, Spider-Man!" a voice said and it was punctuated by an energy blast. "You thought that you were better than Doom!"

Spider-Man dodged the attacks from Doom. Something was up to be honest.

"The real Doom wouldn't lower himself to such parlor tricks," Spider-Man said. He freed himself from his predicament and jumped up, smashing himself down on Doom.

Rhino, Shocker, Electro, they all turned up, and they were all illusions, illusions that Spider-Man trashed.

"I'm done playing games!" Spider-Man yelled at the top of his lungs. "Show yourself, Mysterio!"

"I have saved your greatest, most dangerous foe for last, Spider-Man!" Mysterio yelled.

Spider-Man looked up and saw a large Mysterio tower over him. He was twenty foot tall and he waved a large fist. He smashed it down towards Spider-Man, who just barely avoided getting trampled by Mysterio.

"Yeah, you're the real Mysterio oh right, always compensating for something," Spider-Man said. He webbed onto his feet. "You built a giant robot, and you're in that fishbowl piloting it, aren't you?"

Spider-Man propelled himself high in the air and smashed his fists through Mysterio's bubblehead. The only problem was that his fists stung when it smashed into the glass.

"Okay, not a giant robot," Spider-Man managed. He slid down onto the ground.

"Yes, I'm very real, Spider-Man, real than you could ever….."

A hex bolt nailed Mysterio full on in the knee cap. He gave a loud Godzilla like roar from the stinging sensation he experienced.

The Scarlet Witch turned up and her frown deepened when she took a long look. "The yellow gem on his chest plate, it's the source of his power."

"Keep him busy!" Spider-Man called to her.

Wanda's lips curled into a wicked smile. She raised her hands and fired another concussive blast at Mysterio, nailing him hard.

Mysterio's arms swung around madly. Spider-Man ran up his arm when he was trying to grab Wanda.

"I'll take that!" Spider-Man said. He ripped the glowing gem out of Mysterio's chest.

Reality returned to normal and Spider-Man was suddenly standing on nothing, because of a regular size Mysterio landed on the ground.

He slowed his descent and landed down on the ground. The gem was hot in his hand and his spider sense was still driving him absolutely nuts.

"I better hang onto this, just in case," Spider-Man answered. He gripped the gem in his hand. He had a feeling that this was dangerous and he was surprised that it fell into the hands of Mysterio.

* * *

Peter returned to the penthouse, and he placed the gem down on the table. Kara joined him and her mouth hung open. She looked at the item that rested on the table and her mouth hung open when she looked it over.

"Where did you get this?" Kara asked. She looked rather nervous when she eyed the item on the table.

Peter could tell by the look in Kara's eyes that there was something bad about the item on the table. Gwen turned up next to her as well and she stopped and looked at it.

"It seems dangerous," Gwen said.

"It is dangerous," Kara said. "It's one of the Infinity Gems, one of the most dangerous items in the entire universe."

"Is it?" Peter asked.

"Yes, it's the reality gem, one of the set of six," Kara said. "I forgot the other ones, the power gem is one, and the soul gem….I'm going to have to ask my mother about the others but…they're really dangerous, and….the fact that even one of them is on Earth isn't a good sign."

"Is it?" Peter asked.

"No, it isn't," Kara responded. She frowned. One could see the worry flood through her face. "How did you get it?"

"Mysterio was using it to rip apart all of reality, and commit a crime spree," Spider-Man said. "I'm guessing he only had a slight idea of its true power."

"I agree, if he was using it for petty crimes," Kara responded. She cupped her hand underneath her chin and thought about it. "I don't think that you know the danger that we're in right now."

"Is this any worse than the Kree and them targeting Earth?" Peter asked.

"Well, I'm sure the Kree wouldn't say no to the power of the Infinity Gems, but there is another force out there….one who is after the gems, and one who has actively courted death," Kara replied.

"You mean someone who is suicidal and would do anything to get his hands on these gems?" Gwen asked.

"No," Kara said. "Well, in a way, but now."

Peter was confused, and Kara tracked back so she could clarify what she really meant. "When I said that he was actively courting death, I meant that he was actively courting death. As in, he was literally courting, Death."

"Oh….wait Death, he is trying to hit Death up for a date?" Peter asked.

"Well, she's a fairly attractive woman, so wouldn't you?" Kara asked. "I talked to her before, she's really nice."

"Wait, you talked to Death?" Gwen asked. She was trying to process the information in her mind and for once in her life, Gwen Stacy felt like she was completely and utterly confused. It took her a couple of moments to recover, before she blurted out, "Explain, explain, EXPLAIN!"

"Well, before Carol found me, the Kryptonite poisoning put me in the between," Kara said. "I met Death and we had a nice conversation about the meaning of life and how death is merely just another chapter in life. I was brought back, but I guess that I had an entire new idea of how much life meant to me."

"I never knew," Peter muttered.

Kara shrugged her shoulders, "Well, that's nothing that I could find a place to bring up in casual conversation. But, that's not important, what is important is that we find a way to mask the Reality Gem before he tracks it to Earth."

Peter nodded, he didn't know who Kara was talking about.

"Who is this person?" Peter asked.

"Kryptonians don't speak of his name, we merely know of him, he's referred to as the Mad Titan," Kara said in a hushed voice. Peter could sense how agitated she was by this and most likely how frustrated she was in her lack of knowledge.

"It's okay," Peter said. He was struck with a sudden burst of inspiration. "So, do you think that it's possible that the other gems might be somewhere on Earth?"

Kara thought about it and she responded with a solemn nod. She was pretty sure that was the case. If one was on Earth, there might be a case that the others were on Earth somewhere else as well.

"As if we didn't have enough problems," Gwen grumbled. But then again, the bad guys seldom did wait turns to carry out their menacing captures.

"Got to catch them all," Peter concluded.

* * *

Wanda swung by to join Peter at Ravencroft. They walked up to the cell and they could see Beck rocking back and forth, looking completely crazed and out of his mind. His eyes darted wildly around when he started to breathe.

"All will fall….ALL WILL FALL!" Beck yelled at the top of his lungs. "He is coming….he is coming….he will unite…..all will crumble!"

Ashley Kafka, back at work after being rescued from her Sinister ordeal, frowned when she looked at him. She turned to Spider-Man.

"He's been like this since he was brought in," Ashley explained. "We've medicated him as much as regulations allow, but he won't slow down. It seems like nothing had effect."

"When I took the gem away from him, it must have broken his mind," Spider-Man said.

He didn't want to say anything, but he was thinking that Beck already had a fractured relationship with reality and it became worse with each passing moment. He looked rather wild when he was rocking back and forth in his cell. He sounded quite giggly when he rocked his head back and forth.

"I think that he's going to be down for the count, for a while," Wanda commented.

"Right," Ashley said. She shook her head. This job could get rather frustrating sometimes. "Do you think that I can see you in my office, Spider-Man?"

"Someone didn't finally request to have me committed, did they?" Spider-Man asked. He was half-joking and half-serious when he gave that statement.

Ashley smiled and beckoned Spider-Man to follow her. The web slinger did in fact follow her into the office.

It was a larger office than Spider-Man expected. Her desk had been cleaned off of all papers. She placed her hands on her hips.

Wanda entered the office, and she rubbed her fingers together.

Spider-Man could see something flash through Ashley's eyes. Ashley stepped towards him and placed her hands on his hips.

"So, what's up, doc?" Spider-Man asked.

"You, I hope," Ashley practically purred in his ear. "I really hope you're up for what I want to do with you."

She pulled his mask up.

"I need to really thank you for what you did, saving me like that, and for all you've done for the city," Ashley said. "And you really leave all of the women smiling, don't you, Spider-Man."

She kissed him on the lips. Her soft, moist lips met his and she pushed him back against the desk.

Spider-Man moved behind her and ran his hands over her supple rear. That caused her to moan into his mouth.

"So, are you up for some up close and personal study?" Ashley asked. "I want to figure out why bitches love Spider-Man….I'm sure that it has something to do with your easy going personality, but I'm sure that something in the vicinity of here….doesn't hurt."

She ran her hands down her chest and squeezed his crotch for emphasis. The bulge in his pants increased thanks to her actions.

Spider-Man reached over and placed his hands on her chest. He squeezed it which caused her a little moan.

"Well, I think that you're worthy enough for study, aren't you, Doctor Kafka?"

Ashley felt her blouse being removed slowly and her breasts exposed in a lacy black bra. Her nipples hardened and they heaved when Spider-Man kissed down the side of her neck, and slowly kissed her collarbone.

The web slinger went down, pulling her skirt down below her knees, to reveal a pair of matching black panties that had been soaked through. Spider-Man slowly rubbed her pussy through her panties and she moaned when he was working her over.

"Oh, the subject has been properly stimulated now," Peter commented. He pulled back her panties and revealed her dripping wet pussy. He shoved a finger inside her.

Ashley felt like that she had been sent to heaven. One finger was inside her. A second finger slipped inside her a second later and a third finger was also inside her. They all pumped together.

Wanda sat back and watched the show. She smiled when Peter finished fingering her tight pussy, and then he buried his face between Ashley's thighs.

Ashley placed her hands on the back of his head. She could not believe that Spider-Man of all people was eating her pussy and it felt so good. His tongue hit all of the right spots.

"Oh, a good spot, more" she begged him.

Peter smiled when he was up, and he pinned her back against her desk and crawled on top of her, kissing her.

Wanda got behind Peter and pulled down the bottom half of his costume. It revealed such a throbbing hard cock. Ashley was looking at it.

"I bet you'd like that inside you, wouldn't you, Doctor?" Wanda asked. She casually flicked Ashley's hair and she could see the lust inside her. "When it's inside you, nothing else would ever do again."

Peter grabbed Ashley's hips causing her to rise up to meet his crotch. Her dripping hot slit touched his throbbing cock head and he pushed inside her.

"Damn, she's really tight," Peter groaned. He could feel her wet pussy rub against him when he went inside her. He dug his nails into her thighs and brought himself up into her, and drove himself down inside her.

Ashley moaned with delight when his cock buried itself into her tight pussy. It caused a wonderful fire to spread through her loins and all the way down her body, to the point where she thought that she would explode in delight.

Peter groaned when her tight vice clamped around him. She begged for him to fuck her harder, and who was Peter to say no. She clung onto his shoulder when Peter lifted almost all the way out of her body and brought himself deep into her smoldering hot depths.

"Hey, stay with me," Peter mumbled in her ear.

He drove himself into her and her hips rose up to meet him. Ashley thought that she would never have anything so glorious in her, just stretching her arm.

Her bra came off and his hands were now on her breasts. He massaged them with his hands.

"Walls aren't the only thing that you can stick to, are they?" Ashley asked. She felt his hands massage her breasts and squeeze them with hunger. The talented hands caused sparks of fulfillment to spread down her body.

"That much is obvious," Peter groaned.

Her wet pussy wrapped around him when he drove down into her. He could see Wanda waiting eagerly in the chair next to her desk. The raven haired mutant pushed her finger deep into her pussy, fingering herself with a smile on her face. She whimpered when her finger shoved into her. A second finger was added to her, and then a third finger when she drove them inside her pussy hard.

Wanda pulled them from her pussy and tasted herself. She had to admit that she tasted really good. Her tongue rolled over her fingers when she licked herself dry.

Peter drove himself into Ashley like a machine. The good doctor lifted her hips.

"You're making me cum so hard, oh god," Ashley breathed. Her back arched to meet him and his mouth suckled her nipples.

Ashley's clear juice lubricated his cock. That allowed Peter to slide into her tight pussy even harder and fuck her into a drooling stupor. The woman hung onto his shoulder when Peter kept working her over. Her moans increased.

"Now it's my turn," Peter warned her.

Ashley was glad that she was on the pill, but she wondered if she would even care with how much this cock was inside her.

"Give me all you got stud, shoot your nasty cum into my womb!" she begged him.

Peter's balls ached and they needed to release. He fired his cum inside her, shooting an immense load inside her tight pussy. Peter grunted when he held onto her hips and started to rock her with a series of rapid fire thrusts.

The moment Peter pulled out of her, Wanda grabbed his cock and wrapped her perfect lips around it. She sucked the juices clean from his manhood, licking him all the way.

"Bit eager aren't you?" Peter asked her, when her mouth left him with a pop.

"So are you," Wanda commented. She pushed Peter back onto the chair and she straddled his lap.

Her breasts spilled out of the top of her costume and Peter just had to have them. He just needed to lick and suck the glorious flesh that was right in front of him. He pinched her nipples and that caused her to squeal. She brought her wet cunt down onto his throbbing hard cock.

Peter groaned when her wet and willing snatch engulfed him. He went deep inside him and she channeled a little power to make him harder than he thought possible.

"Let me have my fun," Wanda informed him. She nibbled his earlobe when she brought herself down onto him.

Peter wasn't going to deny her any fun. He would like to say that they would both have fun. His hands touched and toyed with her breasts. He decided not to neglect her ass either, which was quite lovely.

Wanda bounced up and down on Peter's cock. It had been a long time since she had such a prime piece of meat inside her. She slid all the way down on him and she looked over her shoulder.

A hex bolt aimed between Ashley's thighs and that caused her to experience a mind numbing orgasm that left her wanting more. It bombarded her mind with images of Peter fucking her from every single angle.

Wanda pulled off of him, so she could get a better look. Peter was behind her, pressing against her body and he drilled her against the desk, seeing Ashley's orgasming face.

"That is so hot," Peter groaned. He pistoned into Wanda as hard and as fast as he wanted to.

"My powers….have a variety of uses," Wanda panted. "Just like your cock is going to fuck me into a drooling stupor, isn't it?"

Peter slapped Wanda's tight rear when he plowed inside her body. She smiled when he kept drilling her from behind.

Ashley thought that she died and went to heaven. She could feel something brush against her pussy and it took her a couple of moments to realize that it was Wanda's tongue, when Peter was fucking her against the desk.

"That's so…oh…good," Ashley breathed.

Wanda smiled when she licked the taboo juices from Ashley's pussy. She thought that this arrangement was rather good all things considered. Peter's heavy balls slammed against her when he drilled inside her body.

"Going to cum, if you're not careful," Peter breathed.

Wanda didn't care how much he came. She wanted his cum and her pussy grew rather tight around him. She practically milked his hard tool.

"I'm not satisfied until I drain your balls, Spider-Man!" Wanda breathed. She went back to eating Ashley's pussy.

The loud and obvious slurping sounds Wanda was making caused Peter's balls to ache a lot. He rammed deep inside her and stretched her out. He was this close to just exploding.

"Yes, you know you can't resist me, so cum!" Wanda breathed. She was looking wild when she looked over Spider-Man and gave him a filthy smile, with Ashley's cum dripping from her face.

Peter groaned when he slammed into her. He was being worked up to the edge, he just knew it. A couple more thrusts and he would have it inside her.

Peter's balls finally released their juices into Wanda's pussy. A series of rapid fire shots coated her insides when Peter unleashed his cum inside her welcoming pussy. He fired his load as hard and as fast as possible inside her.

Wanda clenched him and true to her word, milked him completely dry. Peter hung on for the tight, and wet ride, until the group collapsed on the desk.

A couple of hours later, Ashley was currently sleeping off what happened on the couch on her office. Wanda curled up against Peter in the desk chair and she wasn't intent to move, at least for another hour.

Peter's right hand rested on the back of her hair and his left hand rested on her stomach.

"I really need to come into town more often," Wanda said. She managed to shift her body and her ass brushed against Peter. "Especially when your schedule is so busy, with all of the girls lining up for you around the block. You really need to invent something that distorts the fabric of time and space, so you have enough time."

"Hmm, interesting, might have to look into it," Peter said.

"I'm just not going to playing with time distortion, it ended badly last time," Wanda said. "Thankfully, no one remembers it. Unfortunately, I remember it."

Peter smiled when she turned around and pressed her body into his.

"And we've got a couple of hours before I need to leave, and you're going to occupy my time," Wanda informed him. She rubbed against him. "Good to see that you're ready to go."

Peter smiled, and he could indulge Wanda for as long as she wanted to.

* * *

**To Be Continued on January 10** **th** **, 2015.**


	68. Lost in the Savage Land Part One

**Chapter Sixty-Eight: Lost in the Savage Land Part One.**

* * *

 

A loud roar echoed from behind a rather frantic looking web slinger. He was making his way through some ragged jungle looking areas. Spider-Man tried to lose them, but they were gaining on him really fast. It wasn't for the first time, nor it was for the last time where he wondered how he got himself into these messes. Yet here he was, right in one of the most savage places on Earth. The proof was in the tittle.

Spider-Man spiraled through the Savage Land, as it was called. He tried to figure out how he got here. It was a really funny story, and one that he wished to do justice. A beam of lasers shot from the eyes of one of the dinosaurs.

Why would dinosaurs need laser beams shooting from its eyes anyway? Spider-Man didn't know, especially considering the creature was perfectly capable of ripping him apart without any other additions to it. The web slinger was knocked onto the ground, where he landed with a firm thud and an even more firm splat into the mud.

Spider-Man shook his head and he could see the creatures going after him. The web slinger lifted his arm shakily and aimed it, firing it at the dinosaur. One firm venom blast nailed the creature and doubled it over. It gave a loud and pained howl, when it had been blinded in the attack.

Down, but not out, Spider-Man noted. If the dinosaurs were the only problem, he would be happy. The biggest problem was that the dinosaurs were not the only problem.

He felt himself doubled over. His head felt like it was split open, and Vertigo was now trying to take him down. Vertigo and Blockbuster, two of Sinister's Marauderrs, continued to hunt them. They worked for Sinister, but surely they couldn't work for him any longer for one simple fact?

Spider-Man mentally backtracked in his mind. He had seen Mister Sinister get ripped apart beyond all recognition at the lab. Therefore, the man should be dead. Granted, death didn't mean much in the world of super heroes, especially someone with a high level genetics.

' _Better think of something quick, web head. Get it together.'_

Spider-Man pulled himself up to his feet, shaking off the vertigo effect. The last thing that he wanted was to become Dinosaur kibble and that fact was looking to happen rather soon if the web slinger just didn't pull himself together. He took a heaving breath when he looked to the left and looked to the right.

There was something flying over the sky, it wasn't a bird, but it was something that could help her out a lot. Superwoman flew through the air like a cork and she slammed her fists down onto the head of one of the dinosaurs.

It wasn't pretty, but it was effective. Spider-Man's spider sense went off and he dodged Blockbuster's latest attack. Along with the ice breath of one of the dinosaurs.

Normally this would be the coolest thing ever, dinosaurs with super powers. Or it would be at least, Peter was five years old and not in danger of being smashed to pieces by said dinosaurs who had super powers.

The web slinger dodged every last attack from the dinosaurs.

"You can't hide forever, web slinger," a voice taunted him.

Spider-Man didn't intend to hide forever. He would find Essex and shut down this Savage Land operation.

"We need to regroup," Claire said breathlessly. She ran on reserves and more likely on fumes thanks to the red sun beating above her head.

"Yeah, just need to catch my breath," Spider-Man said.

Spider-Man shook his head. How could one little situation like this go so balls up and not in a good way? The web slinger mentally reflected on everything that happened and it all started and ended with one person.

"This way!" a voice called.

Speaking of which, there was the person that had gotten herself into trouble and had dragged Peter and Claire into this mess. The woman had dark hair that looked a little ragged and staggering violet eyes. She was wearing ripped and tattered clothes.

Peter didn't want to make accusations, but there was something about the Savage Land that caused the clothes of women to be tattered, at least a little bit. It would make it the ideal vacation spot for most men, if he was perfectly honest.

Well, it would be the ideal vacation spot, if you could overlook one simple fact that there were things trying to kill you around every single corner.

"You know, Lois, you'd think that you could stay out of trouble for five minutes," Claire said.

"You should have known me better, Smallville," Lois replied with a shrug.

A second woman stood from the shadows, and beckoned them forward. She was the type of woman that you followed, and they disappeared. Blockbuster was right behind them.

At least until Blockbuster stepped inside a rope concealed by leaves, where a tree snapped up and flung him into one the dinosaurs. Not passing up a free meal, the dinosaur bent down and his jaw snapped.

' _Oh, the messes I get myself into,'_ Spider-Man thought with a groan. He mentally reflected back to where he was, a mere twenty four hours ago and how he got himself into the mess he was in.

* * *

 

Twenty-Four Hours ago, Spider-Man was outside of a building that had been broken into. Word on the street was that the Enforcers were out early for good behavior, and they were rewarding that reward by indulging in some bad behavior.

The web slinger decided to take a bit closer look and sure enough, Ox was trying to rip something out of the vault.

"Man, Ox, be careful with that," Montana said. "If you set off the alarm, the boss is going to put us back so much."

Spider-Man dropped down to face off against the goon squad.

"Too late for that, I think, boys," Spider-Man said.

"It's Spider-Man!" Montana yelled. He turned to Fancy Dan. "Dan, put that varmint out of our misery."

Fancy Dan, did one of his fancy moves. He tried to nail one of the kicks that he was known so well. Spider-Man webbed around his ankle to block a roundhouse kick and swung around, causing him to fly into a stack of crates.

The vault was cracked open, but Spider-Man shot some webbing, sticking Ox's hands to the vault. The larger goon grunted.

"Well, that just proves it," Montana said. He pulled out a lasso and twirled it. "If you're going to get something done right, you better be doing it yourself."

"You know, truer words have never been spoken," Spider-Man said. He dodged Montana's little rope tricks and flung himself into the air to attack the Southern Gentleman.

The web slinger nailed him with a vicious kick to the side of the head, knocking him down onto the ground.

Ox ripped his hand out of the wall and Spider-Man's spider sense went off. It was really buzzing in the side of his ear and he turned around.

Just in time for a red and blue blur to shoot out of nowhere and punch Oz in the face extremely hard. She moved at super speed and wrapped up the Enforcers in one tight box, and they were extremely tight.

Claire Kent, better known as Superwoman, dropped down to the ground and stared down Spider-Man.

"You know, I had that well under control," Spider-Man said.

"Careful, you're starting to sound like Helena," Claire said. Spider-Man placed his hands on his hips and realized it was making him look like a woman, so he placed them down by his side. "To answer your question, I was in the neighborhood following up a lean and I figured that I would stop on by. Looks like they were stealing something dangerous."

"Something dangerous, for someone, these guys are goons for hire," Spider-Man said. Montana, Fancy Dan, and Oz were all tied up and ready to go. The sirens indicated that the NYPD were there. The police entered the factory and a couple of them gawked to see Spider-Man standing next to Superwoman. "Don't mind us, it's just a standard superhero style team up. Thankfully, we didn't have a fight before it, because I kind of would have been crushed."

Claire smiled. Spider-Man was right though, she did have her share of misunderstandings with fellow heroes which lead to fights before the inevitable team up.

"I'm pretty sure you would have held your own before I would have beaten you," Claire said. "Helena might have had a better chance though, because she always has some Kryptonite on hand."

Peter smiled; he wasn't really surprised that Helena was more than prepared for anything. That was kind of her thing. He could hear the grumblings of the police officers about how they missed an epic superhero team up.

Claire frowned and then she scoffed, "It wasn't really too epic, I just flew really fast around some guys, and tied them up."

"I don't know, I thought you did pretty well," Spider-Man said. She smiled despite herself. "So, what's up?"

"Well, I still haven't heard from Lois," Claire said. That caused Spider-Man to blink and raise his eyebrow at her.

"You still haven't?" Peter asked her. Claire shook her head. "It's been what…..about three weeks now?"

Claire mentally calculated the time in her head. Three weeks sounded about right, between now and the amount of time that she last heard from Lois. She didn't like this any more than Peter did and she wasn't going to lie.

"Yes, it's been about that long," Claire said. "But, I've got Chloe tracking her last known movements."

"Which you should have done about three weeks ago, when you first had an inclination there was something up about her," Chloe commented. "But, never mind me giving you a lecture about keeping me out of the loop about my own cousin."

"Yeah, skip the lecture Chloe," Claire said. She sounded hopeful when she added, "Did you find anything?"

"Yes, I found something, there's a distress beacon," Chloe informed Claire. "And it's coming from Antarctica….from the same plane that Lois was on."

That caused Claire to grow concerned, how would her plane end up out in the middle of nowhere. Claire bolted off at the speed of light, with Peter only just barely hitching a ride, by shooting a web line to her heel.

The two of them flew off and Spider-Man realized that this might not be the most ideal way to travel.

* * *

 

The suit offered Peter a sufficient amount of protection when he stumbled through the snow and the ice. It was kicking up a hell of a storm.

Claire led the way and she was using her X-Ray vision. It shouldn't be too hard to find it, the plane. She hoped that there was a chance that Lois might have found shelter, even though it was extremely grin. And what became of the other people on the plane, she didn't know? Regardless, the two of them were going over.

"Look," Peter said. He looked at a beam of light that was coming up through a crack of the ice. He frowned when he looked down through that crack.

Claire joined him and copied his motions, "There's something down there…..beneath the ice…but what…"

Spider-Man's spider sense went off and he turned around, to see Blockbuster, Riptide, and Harpoon of the Marauders show up to engage them.

"Wonderful, these guys again," Spider-Man said. "Look, I helped take care of your boss, so don't you guys get union benefits or something?"

"You were the ones that brought down the plane!" Claire yelled. Her eyes flared up with heat vision and it shot forward, nailing Riptide right in the chest. The armor he wore caught on fire and he had to quickly rip it off.

"Wow, she's hot stuff," Riptide said, laughing.

Harpoon shook his head, "Yes, but Doctor Essex has been after her DNA for a long time, and she's perfect for what he has in mind."

He tried to nail Superwoman with one of his trademark weapons, but she dodged. She used her gale force breath to knock the three Marauders off of their feet.

Spider-Man had to admit, taking up with the Woman of Steel meant that his night was rather light. He still figured that he had something to add, and he webbed onto Blockbuster.

He propelled himself up in the air and started to fire a series of punches to the side of his head. The web slinger bounced down and he dodged Blockbuster's attempt of taking his head off with a punch.

The large man rushed towards Spider-Man one more time, but Superwoman flew at him and nailed him with a huge punch right to the side of the head. She knocked him out and pulled him to his feet.

"Was Sinister behind the plane crash?" she asked. Her eyes flared up when she looked at him.

Blockbuster passed out from the pain and he slowly started to melt in Superwoman's hand. The tell-tale signs of clone degeneration was beginning to show towards him. Superwoman pulled her hands away from them, frowning when she pulled herself back.

"He needed test subjects, and he'll have two more!" Harpoon yelled. He flung two exploding harpoons at the ice.

The ice began to crack underneath them. Spider-Man and Superwoman lost their balance and started to fall down to the ground.

Thankfully, Superwoman was able to fly, so she was able to divert herself plunging into the ground in mid air. She swooped down and caught Spider-Man in her arms before he smashed into the ground hard.

"Thanks," Spider-Man said. She set him down on the ground. He looked up and he could see no Marauders around. "Where are we?"

Superwoman looked around and she could see something in the shadows. She was really surprised to see the creatures around them. They were creatures that were not known of Earth, at least for millions of years."

"I think the real question," Superwoman said. She drew in a breath and decided to look around to see the full view of this lost world, a true capsule in time. "Is when are we?"

Spider-Man could hear a loud roar suddenly, and he was pretty sure that wasn't good. Actually he knew that wasn't good, because his Spider Sense was going off.

"Yeah, I've seen Jurassic Park," Spider-Man commented. "I think we better find a way to….."

CRACK! Superwoman flew up and clapped her hands together, causing the dinosaur to back off and scream out in agony. It's agony increased when she punched it in the face, causing it to take a long nap on the ground.

Time seemed to freeze when Spider-Man looked at Superwoman, mouth opened.

"You just punched out a dinosaur," Spider-Man muttered. "YOU JUST PUNCHED OUT A DINOSAUR!"

"It was going to eat us," she responded with a shrug.

"Yes, but you just punched out a dinosaur," Spider-Man replied. He couldn't believe what she just did and he was amazed and also quite terrified at the situation.

"We need to find Lois and the others, they have to be here," Claire informed him. He said that Sinister needed test subjects, but Claire was working extra hard not to bring that up.

Knowing Lois, she could get herself out of trouble just as easily about seventy percent of the time that she could get herself into trouble. It was that thirty percent of the time that she couldn't find a way out of there that Claire found herself increasingly worried about. She was sure that she could find her, to be honest.

* * *

 

Lois Lane wondered how she got herself into this situation. Her pants were ripped into tatters and now pretty much legally shorts. Her black blouse was torn and showing her toned tummy. The reporter felt she should be glad she had any clothes at all given what she went through.

' _On the bright side, this will be the story of my career, the story of my life, if I live long enough to cover it,'_ she reminded herself. She rushed forward, her knees knocking together. She bent over, just barely able to catch her breath.

Suddenly, she needed to move. There was this woman with white hair was chasing her. Lois needed to get away from her.

Lois hoped that her distress beacon got someone out here. Hopefully someone who could stop this madman and not someone who could be his latest test subject. Those poor people, she shuddered to think what a madman like this Essex could have done to them.

"You can run, but you can't hide," a voice taunted her.

Lois wondered if she was sick of running. There had to be something in this jungle that she could use as a weapon.

' _I honestly don't go looking for trouble, I swear,'_ she thought. _'I wonder who I'm even talking to….still thinking about when I got holed up in an elevator for twelve hours with that Wilson guy, and his strange theories on the world. What a crackpot.'_

Lois fell down to her knees and she could barely hold her head up. The woman had caught up to her and approached her.

"No one can withstand my power," she commented. "You're going to come with me, whether you like it or not."

Lois didn't like it, she had to admit it. She prepared to fight this person. The jagged rock on the ground, surely it wouldn't be a weapon.

There was a figure that rushed this woman and knocked her to the ground. Lois couldn't really see what was happening, due to the splitting headache that she suffered. There was an intense fight going on around her.

Her mouth hung open and she allowed one "oh" to slip from her mouth. The woman that was chasing her got knocked into the tree.

Lois dared look up and saw a rather beautiful woman. She was tall, wearing a leopard print top, and a loin cloth that barely covered what needed to be covered. She was blonde, with large breasts, and a toned body, with long legs. She was built like an Amazon.

"My name is Shanna," she told Lois, helping her to her feet. "Are you okay?"

"I've had better, I've had far worse," Lois said.

"The Sinister man was after you?" Shanna asked.

"Yeah, I just got out, and he had his goons chasing after me, he's building an army here….I don't know why," Lois commented. She shook her head.

"We want to know as well."

Lois turned around and she could see Spider-Man show up, and Superwoman was there as well. The quartet reunited with each other.

"Well, I guess that I've got to catch everyone up at once," Lois said.

"Yes….you're going to lead us back to Sinister?" Spider-Man said. "I thought that he was dead."

"Well, obviously, he got better," Lois said. "Oh, and it's a pleasure to meet you, Spider-Man, I just wish that it wasn't when I was running for my life against a crazed scientist who is trying to play God with dinosaurs."

Spider-Man was both curious and apprehensive at once regarding what Lois said.

"Okay, I know that I'm going to regret asking this, but what do you mean that he's playing God with dinosaurs?" Spider-Man asked. He knew that he was going to regret asking this question, he just knew it.

* * *

 

Sometime later, Superwoman and Spider-Man arrived. Spider-Man appreciated irony about as much as the next guy, but running into a Kree Outpost right in the middle of the Savage Land did not amuse him.

"The Kree must have experimented on the people that would end up citizens of the Savage Land," Superwoman said. Spider-Man looked towards her and she shrugged. "Well, do you have a better theory yourself?"

"I don't," he admitted.

"The theory is spot on."

The two turned around and Nathaniel Essex stood there, standing there in all of his horrifying glory. He bared a smile at them.

"Essex, you're looking rather spry for a dead man," Spider-Man said. He stepped towards the man. "The question is, why aren't you dead?"

"Oh, well, the Essex you fought is dead, I'm merely a clone stationed the Savage Land, who is going to carry out his wonderful work," Essex commented. He stopped and snapped his fingers. "Or maybe I'm the real Essex, and you killed a clone. Such things are so confusing, but that's just the nature of Clone Sagas."

"Let the people go," Spider-Man said.

"Sorry, I can't," Essex said. "But, my pets need some exercise and they've been starving for weeks. You're going to be the perfect meal, Spider-Man and Superwoman, and I'm sure that they're going to leave enough DNA left for me to play with."

Spider-Man didn't like the sounds of that. He could hear the rumbling of not so little-dino feet. A Triceratops showed up.

"Um, I'm don't major in dinosaurs, but I'm pretty sure that a Triceratops is purely vegetarian," Spider-Man said.

The horn blasted a jet of acid and it caused Spider-Man to walk back. A stegosaurs popped up and launched its plates at Spider-Man like it was bone spikes.

Suddenly, there was the loud growl that announced the arrival of something hungry. Something big and hungry approached them. It was one large and ravenous T-Rex. It had short arms granted, but it also had a bad attitude.

And it also shot laser beams from its eyes. Spider-Man wondered what kind of nutcase would give a T-Rex optic blasts, but then he realized that his question was answered. The kind of nutcase who would so was quite sinister.

* * *

 

**To Be Continued on January 17** **th** **, 2016.**


	69. Lost in the Savage Land Part Two

**Chapter Sixty-Nine: Lost in the Savage Land Part Two.**

* * *

 

It took him a roundabout way to get back to how he got here, but Spider-Man was being attacked by genetically altered dinosaurs. Some of them, he mentally noted, had some really human features, which cast a rather dire thought on what might have happened to the other humans on that plane that ended up here.

That being said, Spider-Man couldn't worry about that right now. He turned around and saw the native woman run through one of the dinosaurs with a spear. The fearsome warrior dropped down onto the ground.

"We need to regroup, and make this monster pay," she told Spider-Man.

Spider-Man had to agree. He webbed the mouth of the dinosaur completely shut. The only problem was that webbing its mouth completely shut did not stop it from blasting black laser blasts from its hands. The web slinger dodged the attacks with all of the fury that he could manage. His heart was racing when he tried to avoid the savage attacks of this dinosaur.

Superwoman went underneath the ground, spinning like a cork. The Woman of Steel's actions caused the dinosaurs some confusion.

She popped back from underneath the ground seconds later, slamming both of her fists in the creature. The creature was hoisted up off of the ground and sent flying several feet into the air. It smashed down with a sickening thud. Superwoman dropped down to her knees. It was a bit harder to catch her breath than she hoped that it was.

A tail swung around and fired a series of spikes. Spider-Man webbed one of the spikes where it flew and swung it in the air.

Of all of the things that he had to deal with, dealing with mutant dinosaurs might have been the most dangerous, or maybe the most unconventional. After all, you didn't run into too many mutant dinosaurs on your average nightly New York Patrol. The web slinger dodged their attacks one more time.

The wind had been knocked out of him a couple of times. Spider-Man honestly needed to figure out what his next plan was.

"We need to regroup," Superwoman said. She engaged in a heat vision battle with one of the dinosaurs.

"Yeah," Lois said. She stayed out of the way. "Do you have any idea how we can do something like that?"

Spider-Man frowned. He had a bit of an idea, even though it was risky. He webbed onto a rocky mountain side, grabbing Lois around the waist, pulling her away from a flying dinosaur who intended to make the reporter his lunch.

Lois thought that dinosaurs might have been a bit more interesting, when she wasn't about ready to be eaten by a real one.

"Sorry, Spider-Men are off the menu!" Spider-Man yelled and he venom blasted him in the face. "Superwoman, I need your help!"

Superwoman got the hint of what the web slinger was going to do and she joined him up at the top of the mountain. The two heroes smashed the side of the mountain, several times. The rocks busted loose.

That caused the jagged rocks to roll down the hillside area and keep on rolling. They smashed the dinosaurs and caused them to scatter backwards in different directions.

When the dust settled, the group had vanished into the night, without any kind of trace. The dinosaurs roared with confusion and anger, knowing that their prey had disappeared and there was no way to retrieve any of them.

Nathaniel Essex watched the chaos from beyond. They slipped through his fingers. They did a good job of doing that.

Regardless of that, Essex returned back to his headquarters. He dispatched another team of Marauders to find and locate them. His next batch of mutant dinosaurs were not completely ready, although they would be soon and he would use them to take out his enemies and crush them.

The scientist's lips twisted into a malicious grin. He had some plans for certain and those plans would be enacted.

This alien outpost would be used to alter humans. Now it would be used for Essex to change the world and change everyone. His first round of tests started with the unfortunate people on that plan and ended with the people at the Savage Land. It is nearly time and he is nearly ready to finish them all off. And they will go in a snap, just like that.

Essex turned his attention to the drive that he found on the ship. He drummed his fingers casually on the edge of it.

"If I can get it working, there are untapped alien secrets on it, that I can use," Essex said. It resembled familiar technology to him. This outpost was really a ship and the AI on it could be sophisticated enough to drive his plans forward.

Then there were his men, mining the strange chemical that looked to be the inspiration for OZ underneath the Savage Land. Essex could tell that the chemical was unstable.

* * *

 

"They shouldn't follow you here, at least for the night," the tall blonde woman nodded.

Spider-Man nodded in response. She was quite easy on the eyes, especially when you put her up against some of the natives here. The only problem was that Spider-Man didn't know who she was and he thought that was a crime.

"I'm sorry, we haven't been formally introduced," Spider-Man said.

"My name is Shanna, I have made the Savage Land my home," Shanna said.

"So, you weren't from around here, originally?" Spider-Man asked.

She shook her head in negative and confirmed, "No, I wasn't around here originally. I was part of a team that investigated a strange energy source. I was stranded here, with my team. Many didn't survive….I did. I was sent here by a top secret government organization. They left me for dead….they were called SHIELD."

Well that was rather interesting.

"You never tried to contact home," Lois muttered.

"Well, this is the Savage Land," Shanna offered her. "But, I adapted, and joined with the natives. I found love….and lost it. Everything actually was fine, until that madman showed up, with his army of Marauders."

Shanna took a moment to close her eyes, but she grew determined and she turned towards Spider-Man.

"I've done what I can to hold down the fight, but you've seen how dangerous his genetically altered dinosaurs were out there," she responded. Spider-Man nodded in confirmation, he noticed that indeed. "So no matter how much I try, more of the natives are locked up and experimented on. He is trying to figure out that pool down there. The chemical down there…..that's the reason why we were sent here in the first place."

"If it's anything like OZ, then Sinister can't get his hands on it," Peter commented.

"The formula that Osborn took which was originally created by Richard Parker?" Shanna asked. Spider-Man nodded in response.

"It has far deeper origins apparently," Spider-Man responded to her. He didn't know what those origins entailed, but he was pretty sure that it was going to be trouble and lots of it. "We need to find a way to stop his entire operation, this time for good."

Spider-Man hoped that he would see the last of Essex after their last encounter. But, he had many failsafe plans and Spider-Man wondered if he would ever see the end of him. His plans got even more ambitious this time.

Claire turned her attention to Lois. She was resting after spending weeks on the run in the Savage Land. Finally getting a chance to breathe was a welcomed change for her and she hoped to catch her breath sooner rather than later.

"So?" Claire asked Lois, crossing her arms together.

"You want to know how exactly I got here, don't you?" Lois asked. Claire responded with a smile and she lifted her hand. Lois sighed, "Well, it's kind of a funny story….I was investigating that drug lord in Brazil story. Standard journalism stuff, you know how that goes."

Claire nodded and she waved her hand, prompting Lois to continue.

"So, the drug lord got busted, swore revenge, and….I got a hell of a story, so it was back to the office to file it," Lois said. "I got on a plane, but it got directed off course, and went down….and the next thing I knew, I was trapped in some Jurassic Park spinoff with the rest of the occupants of the plane. And you'll be happy to know that I got myself out of trouble….well in a sense, I guess. He sent his goon squad after me, and I kept running all over this Savage Land, until…."

Lois took a deep breath.

"Shanna ran into me, thankfully, and sometime later, you two showed up," Lois said. "And now….we're trapped here I guess. I don't suppose that you can fly us out of here."

Claire tried to jump up into the air. The most horrific situation struck Claire in an instant. She couldn't fly.

"I've been running on reserves," Claire said. She pointed up in the sky and there was a Red Sun that hovered over them.

"Well son of a bitch," Lois muttered. "That's kind of….."

"What are you trying to say that I'm useless without my powers?" Claire asked her.

"No, I'm just saying that your powers come in very handy, Smallville," Lois commented. She shook her head. "But thank you for trying to twist around everything that I say, that's really nice."

Peter cleared his throat to get the attention of everyone around him.

"Okay, I know the two of you just got back together, but we do have a mad scientist and his dinosaur army to take care of," Spider-Man said. "And that alien outpost, we need to stop him before he puts it to some terrible use."

"I think it's already too late for that," Shanna responded in an extremely grin tone of voice. "He has already put that outpost to the most terrible use possible."

"Then we're going to have to stop him, before he causes even more damage," Spider-Man informed them.

Lois raised her eyebrow, and asked the obvious question, "So, do you have a plan?"

"I'm working on one, but it's going to take some time and some effort, and hope that Essex doesn't find us," Peter said. That might have been a bit too much to hope for, come to think of it, with his luck.

"We better move, then," Shanna responded. Sure enough, she was on point and the entire group moved off.

* * *

 

Essex knew that there was more to this entire mess than met the eye. Underneath the alien outpost, there was a secret compartment. He saw the formula on the wall and it was mostly worn from the ravages of time.

"No matter, I'll restore you and I'll figure out what you mean," Essex muttered. He looked on with fiendish glee at the outpost.

If he had to guess, and if he was right when he guessed, this formula was like the mysterious bubbling green pit that he discovered in the Savage Land. The more advanced version of the formula that turned Peter Parker into Spider-Man and Norman Osborn into the Green Goblin. Essex's face twisted into a fiendish little smile when he studied every single last bit of the writing on the wall.

"Yes, my partnership with Brainiac and the information I got then, will serve me well," Essex commented.

"There's just one problem, we're still here!"

He looked up and saw Spider-Man hanging above the top of his head. Essex looked at the web slinger, unable to believe what he saw, but at the same time, he could believe it.

"Spider-Man," Essex muttered. "I should give you some credit, you're an obvious thorn in my side, and you continue to spite me. But, it's over."

"I think you're a bit mixed up with what's over, Essex," Spider-Man said.

"No, you don't understand, my latest batch of pets are completed, and your little equalizer, well she's running a little low on reserves, isn't she?" Essex taunted. There was a loud roar. "Just when you think you have all of the answers, Spider-Man, I keep changing the questions."

There was a loud roar and Spider-Man knew it wasn't the welcome wagon. Sure enough, he found himself surrounded by some dinosaurs.

"Yes, sick him, my pets," Essex said. His laughter was rather horrifying, and Spider-Man knew that he had some sort of sick pleasure in seeing him ripped apart.

Shanna flung a dagger at one of them and it got their attention away from Spider-Man. At least long enough for Spider-Man to continue to rush over the top of them and keep climbing the tops of their head, smashing his way down onto them.

This particular effort might have served to piss them off just a little bit more, than do anything honestly productive. Spider-Man couldn't really tell at this point. Regardless, he flipped over the top of their heads and stuck a landing on the ground.

The web slinger could feel the breath being knocked out of his body when he smashed down onto the ground. He webbed onto a rotting log and used it to smack the dinosaur in the face. The creature growled because of the splinters.

Claire could tell that she only had a few more moves in her, before her powers completely died. She better make it count.

The good news was that her powers were simple math. If she could perform the right maneuver, she could take them down. Her heat vision blasted from her eyes and ricocheted across the tree.

Three creatures were taken down at once.

Lois stood there, she felt rather useless at the moment. She normally carried a taser because of emergencies, but a fat lot of good it would do against genetically altered dinosaurs ready to tear you apart limb from limb.

Spider-Man webbed onto the ship, pulling a power cell out. It broke open above them and released stored yellow solar energy around them.

"Thanks," Claire said, absorbing the energy. "I needed a bit of a pick me up!"

She smashed into one of the dinosaurs. Another divided itself into three dinosaurs and whipped their tails, surrounding Claire. She grabbed them by the tails and swung them around, before launching them into the air and causing them to smash onto the ground.

"It doesn't matter," Essex said. He adjusted the dial of the remote. "You're only delaying the invetiable….evolution will….."

"OH WILL YOU SHUT UP!" Lois yelled. She flung a spear she picked up at Essex and she caused Essex to stagger back.

Spider-Man saw his moment and needed to strike right now.

"I'll take that!" Spider-Man said. He pulled the remote control from his hand. "Well, look at what we got here, I guess this little box controls all of the little dinosaurs. At least it does in theory, but I think we better…break that control."

Spider-Man started pressing buttons.

"Get the madman who experimented on you!" Spider-Man yelled.

"Wait!" Essex yelled. He stepped back from the dinosaurs. "I created you….I evolved you, you can't do this to me!"

The dinosaurs were not in the mood to listen to Essex's agreements.

Spider-Man watched them swarm Essex and he got ripped apart by his own creations.

' _Oh that's a cruel, cruel, dose of irony,'_ Spider-Man thought. He wasn't sad to see him go, again, even though it was likely a clone, and he would run into Essex, again.

"That was a bit cold," Lois muttered.

' _I quite enjoyed it,'_ the symbiote commented.

"We need to free the prisoners he has now," Shanna informed him. She looked at Spider-Man. "Including these noble creatures…it wasn't their fault that they were manipulated for savagery."

"Right, it wasn't," Spider-Man said. He wasn't going to take the entire, almost getting eaten thing too personally.

Well too personally anyway.

* * *

 

"So, when did you figure out Claire and Superwoman were one and the same?" Peter asked Lois.

"Well, this is kind of embarrassing," Lois responded. She frowned. "And by kind of embarrassing, I mean really embarrassing, because as a reporter, I should have figured it out a long time ago. And I shouldn't have been fooled by a pair of glasses. You've seen Claire in her glasses, she looks like a socially awkward, but still adorkable, woman. Not anything like the confident, if a bit over the top, Superwoman."

"You think that I'm over the top?" Superwoman asked.

"Well, you have to be, to direct attention away from your secret identity," Lois commented. She tapped her fingers on the edge of the jet that was down here. It would be good, if they could get it working.

The three walked forward.

"I can't believe that you would be tripped up by a pair of glasses," Peter teased her. "And here I thought that you were the observant type."

"Well, Mr. Parker….you put a bigger spotlight on yourself, when you use your inventions in your Spider-Manning," Lois said.

"Is Spider-Manning even a word?" Claire asked.

"It is now," Lois commented. She looked on and stared at Peter. The three of them entered the outpost. They hoped to find something inside that could safely shield the pit, because it was too dangerous for that chemical.

"Hey, they're useful inventions, why won't I use them?" Spider-Man asked. "Plus, having Spider-Man endorse them is going to put more money in the pocket of Peter Parker, isn't it?"

Lois blinked and Claire nudged her with a small smile crossing over her face.

"You know, he's got you there, Lois," Claire said.

"Yes, I guess," Lois said.

Peter pulled back the panel. He could see that there was some kind of power source that was running this entire lab. He frowned when he could hear something humming. The power seemed familiar, because he encountered it at least one other time before. Surely not, surely not? He couldn't have been….could he have?

The prodigy figured the truth would be found when he removed it.

Resting in the palm of his hand was a glowing red gem. It almost beckoned to him, like it knew that Spider-Man held one of its brothers, or maybe it was a sister. With power gems, it was honestly hard to tell.

"Is that what I think it is?" Claire asked.

"Yes, it's one of the Infinity Gems, the second one I came across," Spider-Man said. "We thought that they might be scattered on Earth."

Lois looked confused and Peter thought that it was fair, she needed to be brought up to speed with what happened.

"The Infinity Gems are among some of the more powerful and dangerous artifacts in the entire universe," Peter commented. "And they're on Earth now….at least two of them are, I can't speak of the other four."

"So, this is going to be a lot of catch them all type of things?" Lois asked. She couldn't resist saying the next part. "Just like with you and every single woman that you meet."

Peter looked at her and Lois laughed.

"Sorry, Chloe told me about your little collective, and I have to just ask you one question, as a….cohort in this little adventure," Lois said. "Are you completely fucking out of your mind?"

"Likely," Peter offered.

"Well, it's just that, that many women, you know how much they get into wars over wanting the same pair of shoes, never mind the same man," Lois said. "Not, that I'm saying that all women are obsessed with shoes. God knows I'm not."

"Right, you only have eighteen pairs, as opposed to eighteen hundred," Claire said.

Lois folded her arms and stuck out her lip. Claire reached forward and placed her hand on Lois's head, playing with her hair.

"Yes, the two of you can deal with your unresolved sexual tension later….well this is interesting," Peter said. He had noticed the writing on the ship and it was exactly identical to the writing on the ship.

There were two possibilities that Peter found fascinating. The first one was that there more than one ship like that which crashed on Earth.

Or the ship somehow moved from Brazil to the Savage Land. He didn't know whether or not the ship had been moved.

The real question was whether or not it moved on its own accord, or did someone move it? That was something that inquiring minds wanted to know all about, at least that was something that Peter's inquiring mind wanted to know about.

Just when Peter thought that he had all of the answers, someone kept changing the questions.

Claire's mouth widened when she saw several containment pods containing Essex or rather more clones. Peter could see some explosive devices around.

It wasn't too hard to know what to do. He could take care of the Essex clones and the pods in one fell swoop.

* * *

 

"So, this is it, you're leaving?" Shanna asked.

Peter turned towards the woman and she advanced on him. The gap was closed in between the two of them and she had him practically pinned up against the tree.

"Yes…when the jet gets repaired, we'll be out of here," Peter said.

"It's a real shame," Shanna said. She didn't let Peter move from his position. She felt a strong desire towards him, to mate with him.

At first, she thought for a brief moment that it was the Savage nature of this Savage Land, but the more she thought about it, the more she came to the conclusion that it was something else entirely. She didn't know what it was.

"I think that I should thank you for freeing everyone," Shanna said. "And….I'm sorry, if this seems too soon, but I can't help myself."

She kissed him eagerly. Forcefully even, rather savagely. She had taken to the Savage Land rather well.

"It must be my pheromones, there's something here to make them go….more wild," Peter groaned. Shanna smiled when she played with him.

"Oooh, so it is," Shanna commented. She reached down his pants and cupped him. "But, that doesn't hurt."

Her husband had been killed by that monster, and Shanna felt that the best way to heal, would be to move on. And to feel again.

It wouldn't be the first wild woman to attack him. Granted, the last one had green skin, but still, variety was the spice of life.

Things would escalate rather quickly, and if he learned one thing, spontaneous, wild sex, was a good way to relax after an adventure.

Peter's pants helpfully allowed Shanna to rip them off. Shanna fished his eager penis out. She looked it over and rubbed it up and down. The look in her eyes indicated that it had been a long time and she licked it.

With the penis completely lubricated with her spit, she shoved it deep inside her mouth. Her throat expanded when it entered her hot throat. The young woman brought him deep into her mouth and bobbed up and down on them.

"Suck it, suck it hard," Peter encouraged her. She bobbed up and down on him.

She looked amazing with his cock buried deep in her mouth. She was rocking back and forth on him. Peter smiled when he felt her use her mouth.

Shanna removed his cock from her mouth with a pop. She gripped his package firmly in one hand when she brought herself up to her feet. She looked at him, her breasts falling out of her top. They pressed against Peter's muscular chest.

"Why did you stop?" Peter groaned.

"I don't want to waste a drop," she said, with a smile.

Her legs found their way around his waist and wrapped around him. Her wet pussy prepared to engulf him and bring him deep between her legs.

"Fuck me," she encouraged him. Peter lifted his hands up and touched her breasts. She brought herself down onto his tool.

"God, you're really tight," Peter breathed.

Shanna nodded, she was getting tight, but he was doing a wonderful job in stretching her out. She brought his throbbing tool deep into her. She rose herself up and brought herself again, spiking herself down onto his cock.

She balanced herself up, wrapping her legs around him. She bounced onto him when he was pressed against the tree, fucking him intensely. Her wet vice clenched him and released him.

Peter enjoyed her sliding up and down on him. She engulfed his cock into her wet pussy when she drove herself down onto him. She tightened around him. Her head reared back and she screamed.

Her moan followed her wet pussy juices coming around him. Peter felt a tingling and he sawed into her.

"You want to get fucked hard, don't you?" Peter asked. Shanna nodded in response.

"Please, give me everything, don't hold back," Shanna said. "You're so big…..all man….ALL BIG!"

Peter drove his manhood deep into her. Shanna tightened around him when he pushed inside her. He could feel his balls ache with the need for release to be honest. He touched her breasts and drilled inside her.

Claire stood, exiting the plane after how it got fixed. She stood there, and her eyes widened.

"Well, they're passing the time, until we can leave, aren't they?"

Lois pressed herself against Claire and turned her around.

"I've been chased around for all of this time, and I'm going to need some relief," Lois said. She threw Claire around and kissed her hard. Her tongue pushed her way into her girlfriend's mouth.

Claire was reluctant, but the pheromones in the air removed her inhibitions. She reached her hands underneath Lois's pants and tore away what remained. She shoved her fingers deep inside her, pumping inside her pussy.

Peter was spurred on with the hot moans next to him. He pulled out of her and rammed inside her.

"Together," Peter muttered to her.

Peter gave Shanna another thrust and the purr impact really brought herself to life. Shanna's legs tightened around her lover's waist and nodded. His hands and his mouth massaged her breasts.

"HARDER!" she begged him. "Yes, oh….harder….oh god….oh Spider-Man…..harder….HARD!"

Spider-Man rocked her with his throbbing manhood. The web slinger rocked inside her and caused her to bend back.

Peter had to like a girl that was completely flexible, and able to take a huge cock inside her body. Peter held her hips and slammed into her. He knew that the end was here.

Shanna knew that the end was here. She wrapped her tight pussy around his throbbing cock and he drilled her extremely hard.

Shanna moaned and came one more time. The sounds in his ears caused Peter to be inspired. His balls fired their load inside her sweet and hot pussy. He fired his way into her smoldering hot depths.

Peter pulled out of her body and allowed her to drop down to the ground. She was on her hands and knees.

' _Strange, I thought that I heard Claire and Lois a moment ago,'_ Peter thought. He was momentarily distracted by Shanna, who was on her hands and knees, swaying her hips towards him.

She allowed his cum to drip into her hand from her pussy. Slowly, she turned around, biting on her lip. Her fingers slid into her mouth and she sucked fingers. Her pussy lips spread and beckoned for him.

"Fuck me like an animal," she encouraged him. "Show me how savage you could be, Spider-Man!"

Peter wasn't about to turn down such a wonderful invitation. Her pussy beckoned for him and Peter's massive manhood was aching to be inside her.

"If you insist," Peter said. He reached forward and grabbed her hips. He shoved himself inside her and caused her to cry out in a passionate fury.

Shanna screamed out in delight. Peter held onto her hips and drilled into her tight pussy. She really was going to take him, he had a feeling, and he couldn't really deny her. Shanna took every last inch of him. Her wet center engulfed his throbbing tool. Peter nearly slid all the way out of her and drilled inside her body.

The eager blonde dug her nails into the ground and Peter slammed her into the ground. There was a passionate moan coming from her.

"HARDER!"

She screamed with passion in her tone. Peter found out that the harder he fucked her, the more passionate she got. Her pussy clenched him and he fucked her harder in response.

Peter gripped her nipples, tugging on him. He bit and suckled on her neck and caused a passionate scream.

"You like that, don't you?" Peter asked her. He grabbed onto her hair and tugged it, to get her attention.

"Yes, yes, yes, yes!" she panted. Peter drilled his way into her tight center and continued to rock his way deep into her depths.

"You never want me to stop fucking you, do you?" Peter asked her. Shanna shook her head.

"Never, I want your cock inside my pussy, making me scream and cream over and over again, until you shoot your seed into my raw and unprotected womb!"

Peter could feel himself be brought to the edge. He felt how wet, and snug she felt and he couldn't really help himself. He had to fuck her sweet pussy as hard and as long as he could manage. His balls ached, but he kept drilling her, harder than ever before. His balls were close to reaching the end.

Both lovers hit their apex at the same time. Peter fired his load inside Shanna's pussy. He shot his load inside her.

Shanna felt the hot spurts of cum fire into her willing quim. She was nailed full on with a blast of hot seed that stirred a passionate fire inside her body. Another series of blasts and she nearly fell against the ground. She bit down on her lip, with a desire swimming through her eyes.

Peter pulled away from her and the second that he was away from her, she pounced him onto the ground. She kissed him, biting down on his lip. Her breasts smashed against his chest and her wet cunt dragged over him.

"Not done, not yet," Shanna said.

She clenched him, a look of a madwoman in her eyes.

Peter groaned when he felt himself enter her tight pussy one more time. She brought herself down onto him, resting her hips down onto his balls. Shanna lifted herself up off of him and brought herself down onto him.

Eager hands touched Shanna's breasts and played with the woman's juicy nipples. That allowed her to bounce up and slam herself down onto him.

Shanna rose herself up on top of Peter and brought herself hard down on him. She bounced high into the air and slammed herself down on him. Her hot pussy engulfed him and brought his tool inside her hard.

Peter laid back, with her pinning his arms back for a moment. After a few seconds, Shanna relaxed her grin.

That allowed Peter to bring his arms back up and work some sexual magic. And his magic was worked on her breasts, cupping and squeezing the leggy beauty's delicious globes. Shanna's eyes hazed over and she brought herself down onto his throbbing hard tool.

"Enjoying the ride," Peter said.

Shanna nodded with breasts bouncing up and down. Peter squeezed them and she made the most delightful sounds, when she rammed herself down onto him.

"YES….OH YES!"

Shanna felt like this was a dream that came true. It was a shame that he had to leave.

"Promise me that you'll come back to visit," she panted. She drilled herself down onto him.

"Giving me….a hell of a reason to agree with that," Peter said. She drove herself down onto him.

Shanna was glad that he had promised to do that, even if it was an indirect promise. Still a promise was a promise. Peter felt her wet walls slide down onto his tool.

Peter could see that the Savage Land was quite beautiful in its own way, when there wasn't some insane things that were trying to kill him.

The beautiful blonde bouncing on his cock might be the best sight to be honest. Peter groaned when she brought herself down onto him, driving her walls around him.

"Why don't you come…visit," Peter breathed.

"Just might…lots to still do here," Shanna said. She gripped his tool with her wet cunt and released it.

She knew that she had him close to the edge and she was getting rather sore. She rode him for all of he was worth.

Peter groaned when she milked his cock with her tight muscles. All he could do was squeeze her breasts and encourage her to bounce higher. He felt her body tense over the top of his and he knew that the end was here.

Shanna felt the end was here and she wanted to share that end with Peter. She brought herself down onto him, milking him completely.

The leggy blonde came first and she came extremely hard. Her walls tightened around him and she milked him hard. His balls shot their load inside her body.

Peter's white spunk fired into Shanna's body. Shanna felt a feeling of contentment when he filled her up.

Once the orgasm had been completed, she collapsed on top of him and Peter caught her, before she crushed him underneath her. There were far worse ways to go.

Peter pulled himself from her and rested her down on the ground. His cock was pounded hard and it felt a little sore, but he would recover.

That savage woman put him through the paces. Peter was really looking forward to where Lois and Claire had gone off to.

She saw Lois sticking her head out of the plane. She was now wearing a slightly crumpled up shirt and pair of pants, that looked to be Claire's civilian clothes.

"So, did your well worn Savage Land attire finally decide to bite the big one?" Peter asked her.

Lois shrugged, "Well kind of, I guess….Claire was nice enough to lend me a spare change of clothes…..the plane is working, I think. We should be able to get out of here, at least far enough where someone else can pick us up."

"Do you know how to fly it?" Peter asked.

"Yeah, my father taught me to fly a plane, once….and I didn't damage it too badly when I was crashed it," Lois said.

Peter looked at her, blinking. Lois started to snicker.

"The look on your face….well actually I can't really see the look on your face because you're wearing a mask," Lois said. "I don't have X-Ray vision, which….she's currently using right now to check out your ass."

"I'm just making sure that the plane is in order!" Claire piped up.

"Sure, you were, Smallville, sure you were," Lois said with a wink.

It was time for them to check out the Savage Land, but Peter had a sense that they would be returning back all too soon.

* * *

 

**To Be Continued on January 24** **th** **, 2016.**

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	70. Loop

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* * *

**Chapter Seventy: Loop.**

On Monday Morning, Spider-Man avoided a blast from Shocker. It seemed like just another day that ended in a "Y" where he went toe to toe with Herman. The web slinger avoided the attacks from Shocker, and moved around.

"You know, it seems like we do this day after day, week after week, month after month, year after year," Spider-Man said. He maneuvered Shocker into position for another attack. The web slinger smashed down on the back of his head. "When will you figure out that you can't beat me!"

Shocker started to grumble and curse in a way that would make Yosemite Sam blush. Spider-Man held him down on the ground, webbing his arms together, along with his feet.

"Yes, I know, you're going to make me pay, this that, and the other thing," Spider-Man responded. He bent down and pulled Shocker off of the ground. He thought that this morning was over, but there was a loud scream of children.

Spider-Man swung outside, passing the NYPD who would pick up Shocker. There was a school bus full of children who were hurling out of control. The web slinger went for them quickly, shooting a line of webbing around a post and grabbed the bumper of the bus. He webbed onto the side of the building and dug his heels into the ground. The web lines started to stretch, when Spider-Man kept the van from hurling over the edge of a bridge.

There was a loud round of cheering from the children. Spider-Man pushed open the doors of the bus, and the children got out of the emergency exit. A rather grateful bus driver staggered out as well. It was a scary moment to say the least.

Spider-Man's spider sense went off for the third time this morning. Today was a busy morning, and it turned out that the rampaging Rhino was out and about. He smashed through a solid concrete wall, running away.

"Whoa, hold up there!" Spider-Man said. He webbed around Rhino's horn and Rhino took him through three buildings.

Trying to hitch a ride on a rampaging Rhino might have been the best idea in the world. Spider-Man could feel himself grow dizzy and he was launched off.

Spider-Man shot a line of webbing at a valve. He caused steam to go into the tunnel and slightly blind the Rhino. That allowed the Rhino to be slowed down and also overheated. Spider-Man nailed him with a rapid series of punches.

Rhino was down for the count and about to be picked up by New York's finest.

* * *

Tuesday Morning, Spider-Man heard an alarm go off and web slung in. The web slinger turned up and looked at the person who was breaking into the bank vault. He was taken back in absolute shock and surprise.

"Shocker?" Spider-Man asked. He gasped in surprise. "Shocker? Again? No way."

"This time, I've got you web slinger!" Shocker said.

Spider-Man dodged Shocker's attacks. It was the same attacks that he nailed him with yesterday, in the same sequence. He wasted no time taking Shocker down to the ground and webbing him up.

"Okay, I don't know that the revolving door prison system was this revolving," Spider-Man said. "But you should stay in prison this….."

There was another scream of children and Spider-Man darted outside. There was a runaway school bus going down the street. Spider-Man knew how this was done and he managed to web line onto the bus and bring it to a sudden and screeching stop.

' _Two days in a row, what are the odds?'_ Spider-Man thought.

The children left the back of the bus, and Spider-Man took a step back, in shock. He recognized the children, he recognized that bad hair cut, and those buck teeth. It was the same bus driver as well, who looked a bit frazzled.

"You kids have the worst….luck," Spider-Man said, he trailed off when heard a loud growl off in the distance.

Rhino was stampeding through the city, crashing through a solid brick wall when he kept running. Spider-Man, almost through instinct, latched a web line around the edge of the building, and propelled himself off in the distance, chasing Rhino.

' _They have the worst luck and I have the worst case of Deja-Vu,'_ Spider-Man thought. He used his web line to take down Rhino. Once again, Rhino put him through a wall.

Steam valve, blinded Rhino, dehydrated Rhino, Spider-Man knocks out Rhino. The large man fell down and had been put down for the count.

* * *

Wednesday Morning, Spider-Man heard an alarm go off and he went face to face with the one and only Shocker.

' _Okay, time out here,'_ Spider-Man thought. _'Two days in a row is just a really odd coincidence, but three days in a row…something really weird is happening.'_

Shocker didn't deviate from his attacks any. He kept firing the same attacks at Spider-Man and he got taken down in the same exact way.

"You know, when I said we keep doing this day after day, week after week, month after month, year after year, I was being facetious," Spider-Man said.

Come to think of it, the rest of his day was the same as well. He went to the same classes and the teachers gave the same exact lesson two days in a row.

On cue, the screaming split Spider-Man's head and Spider-Man saw the runaway school bus, the same runaway school bus, with the same children, for the third day in a row. This was getting to be nuts. Spider-Man followed the runaway bus and stopped it in the same way.

"Well it looks like you kids are safe, again," Spider-Man said. He shook his head as the children and the really ragged bus driver made his way off of the bus.

There was a roar and the rampaging Rhino showed up. A rather worn looking Spider-Man started to chase the rampaging Rhino. He knew the drill by now, and he took Rhino down, the same way.

Another alarm bell went through Spider-Man's head. It seemed to be odd that these criminals didn't learn from their mistakes. Granted, Shocker and Rhino weren't the brightest bulbs in the box, but still.

' _Something really weird is going on here.'_

* * *

The fourth day in the row that happened, Spider-Man was getting a bit agitated. He had no idea what was going on, but he was pretty sure that he didn't like it at all. He thought that there was someone cackling in his ear, after he took the Rhino down.

"Oh, web slinger, are you finally getting the program? It's the same day, over, and over again, for the rest of your life, or at least until you find a way to break the loop. And you haven't really told anyone that you were having the same day, because you can't. And if you try to hint on it, they act like nothing is out of the ordinary. That must be a bitch, isn't it?"

"Who are you?" Spider-Man asked.

"Oh, Spider-Man, I'm insulted that you don't remember me!" a loud high pitched voice said. "I should just take my ball and go home, and let you live the same entire day. Dealing with Shocker, dealing with the school bus full of children, dealing with Rhino….and you're going to deal with them, because you can't help yourself. This is going to be fun, isn't it?"

Spider-Man stopped and grasped at the air. He grabbed something by the neck or rather someone by the neck. The person appeared with a light pop.

He was an ugly little imp who was floating in the air. He had beady little eyes, grey hair, and pointed ears. He wore a purple suit and a top hat to match, although someone who could warp reality at his own whims could pretty much take any and every single form that he chose.

"You, it's you….YOU!" Spider-Man yelled. "You promised that you would return home, if Kara and I won your game."

"Yes, I promised I'd go home, but I didn't say for that long," the floating imp commented. "Mister Mxyzptlk at your service, in the flesh, and all of those wonderful things! And I'm here to brighten up your life, Spider-Man! Aren't you glad that I showed up to make your day all that much more interesting?"

Mxy gave Spider-Man a winning grin, the type Spider-Man wished to smack off the obnoxious imps face.

"You're nothing, but a pest," Spider-Man responded.

Mxy wiped a mock tear from his eye and shuddered, "Oh I thought that after all of the good times we had together….you would think that you would be a little bit more respectful. But I guess that would be asking a bit too much from you, isn't it, Spider-Man?"

"What are you doing here?" Spider-Man demanded.

"Man, for someone who could be so smart, you can also be so slow," Mxy said. He shook his head and tutted extremely sadly. "I told you, I'm here to make your day a bit more interesting."

"By making me live the same day over and over again?" Spider-Man asked. He looked at Mxy like he was insane, and to be honest, the little bastard was insane.

"It's going to be like that movie….named after the holiday….oh yeah, Groundhog's Day!" Mxy cheered. "Come on, it's going to be a barrel of laughs, a barrel of fun. You know, you could break the curse, if you really thought outside of the box."

Spider-Man wondered what the hell he meant by that. He figured that he better figure out a way, otherwise his day would be filled with nothing, but Shocker and Rhino.

"You're willing to screw with reality to make my day a bit more interesting," Spider-Man said.

"Well yeah, and the wife was on me about taking out the trash, and I don't mean the in-laws," Mxy said. He cackled in response. Spider-Man's gaze looked towards the crazed imp, who cleared his throat. "Reality is already a bit suspect anyway. You see, two worlds kind of got fused together a while back, result of a wild multi-dimensional bender that me and that Impossible Man chap was on. But we fit the worlds….let's call them DC and Marvel for sake of identification…..together, and….well we got this fusion mess. But hey, more hot super babes for everyone's favorite Spider-Man. I should get my own harem, but to be honest, I can't figure out what to do with one woman, much less a few dozen."

Spider-Man looked at Mxy like he was completely insane, mostly because he was completely insane.

"Better get to class, Spider-Man, I'm sure you can recite the lesson in your sleep, but it's not best to be tardy," Mxy said with a cackle. "Come on now you little scamp….off you run. You've got a big day ahead of you. Same classes, same criminals, same orgy, the works!"

"So how does this end?" Spider-Man asked. "Do, I trick you into saying your name backwards and….everything is back to normal?"

"Nah, that's too cliché, and it's been done to death!" Mxy yelled. "Oh, sorry, spending way too much time on the Internet, picking up some more of their annoying habits. One of humanity's best and worst inventions….YouTube commenters are the worst and Tumblr should be wiped out…..but….there is an out, because I'm a sporting man. Have fun trying to figure it out, Spider-Man. See you around, on the flipside, web slinger!"

Mxy vanished and left Spider-Man staring there. He was completely baffled.

* * *

The more Spider-Man went through this loop, the more he was sick of it. The imp, who might as well be part troll, showing up was the only break of the endless loop.

He could hear the alarm go off and he was about ready to stop Shocker.

"You know, screw this!" Spider-Man yelled, throwing his hands up into the air in anger. "You can have….whatever it is you're stealing, I'm done!"

There was a loud pop and Mxy turned up. The imp balled up his fists like a child about ready to throw a fit.

"You can't be done!" Mxy howled at the top of his lungs. "You can't be done!"

"I am done," Spider-Man said. He sat in the middle of the sidewalk, cross-legged.

"Hello, really dangerous criminal on the loose, going to steal a bunch of priceless jewels and money," Mxy said. "You know, with great power, comes great responsibility…..granted Uncle Ben didn't die in this universe, not that it didn't matter, because the powers that be did dick all with that plot point, only letting him live to be different and shit."

Spider-Man just let the words of this little flying imp fly over his head. The web slinger casually drummed his fingers where he was and let Shocker go on past.

"It's just Herman, I'm sure the NYPD will have captured him," Spider-Man said.

"Don't you care about your reputation?" Mxy asked.

"Why, it's not like any of this will matter tomorrow?" Spider-Man asked. "I'm just going to get up and do the same thing over again. I could murder Jameson in cold blood, and it wouldn't matter."

"You…you….you….YOU!" Mxy yelled at the top of his lungs. He couldn't believe that Spider-Man was ruining his game.

He took a deep breath and he wondered what the hell was going on. The brakes failed and a runaway school bus started to hurl towards the edge of the bridge.

"You can't just sit there and watch a school bus full of children fall to their death!" Mxy yelled.

"Hmm, yeah….I suppose that I couldn't," Spider-Man said. He casually lifted his hands and placed them over his eyes.

Mxy howled in anger. He threw himself on the ground, beating his fists on the ground in anger, throwing a temper tantrum.

"For a being that's thousands of years old, you're showing a lack of maturity," Spider-Man said. Spider-Man noticed a very familiar figure flying out of the corner of his eye. "And for the record, they're fine, see Iron Man just saved them."

"IRON MAN WASN'T SUPPOSED TO SAVE THEM; YOU WERE SUPPOSED TO SAVE THEM!" Mxy said. He looked at Spider-Man and he was huffing and puffing.

"Oh look, there goes Rhino," Spider-Man remarked in an extremely bored tone of voice, as if he didn't hear Mxy blow a gasket. He was enjoying this, especially considering the little bastard was about ready to pitch a really big fit.

Mxy gnashed his teeth together and Rhino ran off, but suddenly, an explosion resounded and Rhino was knocked out.

The smoke cleared, and a wild Deadpool appeared before their very eyes.

"Please, hold the fanfare," Deadpool commented, bowing and Mxy looked at him. "Oh, look, it's Mister Mix-Spit-Lick."

"Oh, you…you're the last person I need to see right now!" Mxy howled.

"Isn't that cute, he's got the Gilbert Gottfried voice and everything," Deadpool said. "I could just pinch his little cheeks."

' _The ones on his face, not the ones elsewhere,'_ the voice in Deadpool's head clarified. _'Sorry about that, Slash fangirls.'_

Mxy looked about ready to hurl his fists into the air. He looked like an angry little man who was about ready to explode.

"That can't be healthy for your blood pressure," Deadpool said.

"Everything is ruined, my plan is ruined, and you…..I bet you were involved in this!" Mxy yelled.

"Me, I just got here?" Deadpool asked. "So, Groundhog Day loop illusion….granted, Spider-Man will wake up on Monday morning ,and this entire week will be all a bad trip. Oh….and Shocker got mauled by squirrels about a block back, wish you could have seen it."

Deadpool squealed at the joyous memory.

"Oh, imp, I think that the two of us will be best friends," Deadpool said. He walked towards him. "You see, I have a power that isn't affected by your little reality warping game."

"And what's that?" Mxy demanded.

"Medium awareness, I can see things that most heroes and villains can't, and to be honest, I'm a little bit of both," Deadpool said.

"You're nothing but a third-rent Deathstroke rip off!" Mxy yelled.

"Oh, you did not compare me to that hack!" Deadpool yelled. He pulled out his guns and fired them at Mxy.

"You shot me!" Mxy howled at the top of his lungs. "You shot me…and it worked?"

He could not believe it. His own power of reality warping had gotten busted when Spider-Man had failed to play his game.

He healed himself, but he was now in an endless void. There was nothing, but Deadpool faces as far as the eye can see.

"This truly is a messed up world, isn't it?" Deadpool asked.

"Get away from me, you psycho!" Mxy howled at the top of his lungs. He tried to get away from Deadpool, but he was here, he was there, there was a bit of him that was everywhere.

"There is just only one way to get out of this!" Deadpool said. "Fix it….fix it where this day never happens again."

"Fix it…..but I can't lose!" Mxy yelled. "I had it perfect….you weren't supposed to be involved."

"You should know to bring down a menace such as yourself, a team up is necessary," Deadpool said. He shook his head. "And fix it….or I'll be your best friend forever. You can't get out of this void, without fixing it."

"Fine!"Mxy yelled, snapping his fingers.

He appeared back in the real world, and Deadpool, Spider-Man, and Mxy stood in the city block with each other. There was silence, before Deadpool broke it.

"Aren't you going to say the magic word?" Deadpool asked.

"Thank you?" Mxy asked. That caused Deadpool to stare at him, shaking his head. "Kltpzyxm!"

Mxy could feel a warp wrap around him and he was sucked back into the 5th dimension, at least for the next three months or so.

"I could have sworn that he said that no longer worked," Spider-Man said.

Deadpool sighed and looked at Spider-Man, with a lot "tut" coming from his mouth. "He said that it no longer worked, and you believed what he said."

"So, I guess this day's finally over," Spider-Man said.

"Yes, all you have to do is click your heels together, and say that there is no place like home," Deadpool said. Spider-Man responded by giving him a death glare that would make a member of the Wayne family blush. "Or not."

* * *

The next day Spider-Man woke up. It was Monday morning, and he was on his way to an early morning patrol.

The same alarm went off in his head and that caused Spider-Man to cringe something fierce. It was like something practically stabbed in his heart.

' _Oh for the love of everything holy, I thought that this was all fixed,'_ Spider-Man said.

He hoped that it was all fixed, but it was another Monday and his week started in all of the wrong ways, with Shocker, robbing something. He didn't even know what Shocker was trying to steal at this point.

"Spider-Man!" Shocker yelled. He threw his hands up.

"Alright, Shocker, for the eighth time in a row….."

"I surrender!" Shocker yelled, throwing himself down on his hands and knees. He looked absolutely terrified. "I surrender, please….Spider-Man, have mercy on me….I've had the most horrible nightmare. You beat me up the same way six days in a row. I knew what was happening, and there was nothing that I could do about it."

"What about on the seventh day?" Spider-Man asked him.

"Squirrels!" Shocker howled in horror. "So many squirrels, they were everywhere!"

Shocker wept at the memory being brought back up.

"I think that….just web me up and send me to jail, when I'm out, I'll get an honest job, and I won't ever commit a crime again," Shocker said.

"Really?" Spider-Man asked. He sounded dubious at best.

"Scout's honor," Shocker said. Spider-Man webbed him up, where the police had arrived.

"There's Shocker, I think you boys know what to do," Spider-Man said.

"This guy again?" one of the cops grumbled. "Look, is it just me, or are you experiencing the strangest case of Deja-Vu?"

Spider-Man didn't really respond to that. He saw the school bus going down the street. He followed it down where the children were dropped off at elementary school for a day of education ahead.

"Good thing I had that dream, and got the brakes checked out," the bus driver said to another bus driver that had just pulled up. "I had this horrible nightmare that the brakes broke every day for a week straight, and Spider-Man had to save me. And then there was that one day that Iron Man had to save me."

Spider-Man swung off. He didn't know what to expect.

He saw Rhino's body lying in a pit. Deadpool was sitting cross legged over the pit, casually eating an apple.

"So, he just tripped," Deadpool said with a shrug. Spider-Man looked at him, with a smile. "Yeah, you're not buying it, are you?"

"Not in the slightest," Spider-Man informed him.

"Can't blame a guy for trying," Deadpool said. "So, that was some adventure wasn't it?"

"I'd like to think it was a really bad dream and we should never speak of it again," Spider-Man said. "I've got to get to class…"

Spider-Man swung off.

"Well, that ended up nicely," Deadpool said. "And that was an interesting little breather chapter….of our lives."

' _Wink, wink, nudge, nudge, say no more,'_ one of the voices in Deadpool's head commented.

"That be all folks," Deadpool said. "Right about….now."

* * *

**To Be Continued on January 31** **st** **, 2016.**


	71. Trading Faces

**NEW STORY OF THE WEEK POLL ADDED FOR JANUARY 30th 2016. Closes February 6th, 2016.**

**Poll for Voting:** www.poll-maker.com/poll563570xF19C72dF-24

 **Links to Chapters in the Poll:** webofchaos.blogspot.com/2016/01/week-four-poll-is-live.html

* * *

**Chapter Seventy-One: Trading Faces.**

* * *

In a top secret government facility, a pair of guards played cards, while they were waiting for their shift to start. They looked to be really thrilled to have this kind of job, and it wasn't exactly the most exciting job in the world, but still, a paycheck was a paycheck.

"So, do you ever wonder what the hell is down in those vaults?" one of the guards, a younger one, asked the older guard. The older guard looked up at him, like had had grown a second head and shook his head.

"No, I don't even think about it, and I think that there are things that we're better off not knowing about," the older guard told the younger guard.

"Come on, are the least bit curious?" the younger guard asked him.

The older guard gave the younger one a stern look like he was completely insane.

"Not really," the older guard grumbled. He tapped his fingers on the edge of the table. "Look at it this way, the less secrets we know about this place, the less danger we put ourselves and our family again. That's why those heroes, half of them have secret identities. Do their family even know who they are? Maybe, they figured it out."

"That would really suck if a woman you liked as your civilian identity was in love with your costumed one," the younger man responded. The older guard looked towards him, raising his eyebrow and he shook his head.

"You're reading way too many comic books kid, that stuff is starting to rot your brain," the older man said. He looked at his cards. "Well, are you in, or are you out?"

The younger man could see that the older man had a lot of confidence. Was the confidence misplaced or was he bluffing? He didn't really know.

"Yeah I guess I'm….hey isn't that Tony Stark?" the younger man said. He blinked and looked at the camera.

The older guard dropped his cards on the table and looked at the camera. Sure enough, Tony Stark was walking towards the building with a purpose. He was dressed in a dark suit.

"Surprised he isn't wearing his other suit, with that look on his face," the older man said.

"Hey, isn't Stark not really allowed around here?" the younger guard asked. He dropped his cards when he looked outside of the room. "You know, didn't Waller say that he or none of those Avengers were to be allowed inside?"

"Yeah, but what are you going to do, this isn't our shift," the older guard said. He was still watching Stark with interest.

He wondered what Stark was doing. He was having a conversation with the two guards on shift. The sound on this monitor was a bit screwed up and the older guard wished that he could read lips.

The guard wasn't able to worry about that too much. He could see Tony Stark jab something into the chest of one of the guards, shocking him.

"What the hell?" the younger guard asked.

The door slid open and the two guards could see Tony Stark standing in the doorway.

"Hey, you can't just come in here whenever you want," the younger guard said.

"I can go wherever I please, I'm Tony Stark," he commented. Stark raised his hand and launched the young guard into the wall. "And you'd be well to remember I'm Tony Stark!"

The older guard tried to raise his gun. Stark lifted a device in his hand and magnetized the gun that caused it to fasten to the ceiling. The man walked forward and entered another room.

There was a large vault that was right in front of him and that large vault was full of something amazing that he could use. He reached forward and busted the vault open. It swung off of its hinges, revealing the shelves of what appeared to be documents.

"Highly classified, well nothing is classified to Tony Stark," Stark said, staring right into the security camera. He chuckled and he looked at the camera, with a smug look on his face.

It was almost like he was daring the people watching to stop him. He picked up the documents and scanned them.

He walked over the fallen bodies of the security guards and made his way outside. He thought that he made his point.

The guards had been left alive, so Waller knew exactly who had attacked her facility. They would be after Tony Stark.

* * *

Speaking of Tony Stark, he was just returning to Stark Industries, with Spider-Man, after a super hero team up with Spider-Man and Iron Man.

"It would be a lot easier if people didn't quit copying my armor designs," Iron Man said in disgust. "I swear, every other moment I turn around, there's someone trying to do their best Iron Man impression and causing mass trouble."

"Well, they're really wasting their time," Spider-Man said. "I mean, there's only one Tony Stark."

"Yes, and I'm sure a lot of people are really thrilled with that," Tony commented. Amusement flashed in his voice. "So, about this Kree thing, before we rudely got interrupted?"

"Yes, I'm sure that the Avengers will be ready to fight anything," Spider-Man said.

"Hey, big world threatening threats is just another Friday for us," Tony commented. He was obviously the pinnacle of modesty. "But you know, we have your back….although I'm not sure how much good that I'll be, if this Brainiac is involved. You remember he was the one that caused my technology to be compromised in the first place."

Tony couldn't even begin to describe how relieved he felt when it was a super powered alien computer that stole his technology, and not a group of run of the mill HYDRA goons. Unfortunately for him, the technology had leaked out and Tony had been running himself ragged trying to pick everything up.

"Yes, I recall that," Peter confirmed. "But, I'm sure that the Avengers can help in other ways. And I'm sure the genius of Tony Stark will whip up something."

"I might have a few ideas," Tony commented in a mock thoughtful voice.

Tony Stark was a genius and he knew it, and Peter thought that could be a scary combination sometimes.

' _Then again, who am I to judge?'_ Peter asked. He showed up to meet Gwen, who was waiting for the both of them.

"Sorry it took us so long, but there was trouble that came up," Peter said.

"Well, it wouldn't be another day, if there wasn't trouble for you," Gwen replied. She leaned forward and gave Peter a kiss. "Too bad I had to wait for you here, but, I guess that I can't be out in the thick of things all of the time."

"That's true," Peter commented to her. He reached towards Gwen and squeezed her hand. He turned around and looked at Tony. "So, what did you want to show us so badly that you needed our input on?"

There was a loud crash and the doors opened. A group of ARGUS agents made their way inside and pointed their weapons at Tony. Tony looked at them, his eyebrow raised and a mild amount of annoyance spreading through his face.

"Really, you again?" Tony asked, sounding more bored than angry. "Must be another Monday."

"Anthony Stark, you're to come quietly, you're under suspicion for committing treason against the American Government," Waller said. She made her way towards him, walking large and in charge.

"Wait, wait, wait, whoa….wait…." Tony said. He waved his hands and took a moment to calm down. "Actually, I'm really confused. What is this all about?"

"Don't play dumb with me Stark, you were caught on camera," Waller said. The ARGUS agents grabbed him. "You scanned legal documents….likely to pass them onto Nick Fury."

"Come on, really?" Tony asked. "Is this because I wouldn't agree to work with you? Is this because I didn't ask you out on a date, because…no offense Waller, I'm sure that you're a perfectly nice woman when you're off of the clock, but you're really not my type."

Waller didn't say a single word. Peter and Gwen followed them outside.

"There must have been some kind of mistake," Peter said. That caused Waller to whip around like an angry bulldog.

"Parker, the cameras don't lie, Stark was caught on camera, and he broke into a top secret government facility, and assaulted four security guards," Waller remarked.

"Come on now, that's absurd," Tony remarked. He looked absolutely flummoxed by this entire situation. This didn't make any mistake. "Come off it, Waller, you know that there were a bunch of criminals that were cosplaying as Iron Man."

"I don't think so Stark," Waller informed him. "You were caught on camera, your face was caught on camera."

That caused Stark to look even more confused than ever before. He was at a loss of words for the first time in his life.

"Guess we caught him red handed and he has no witty remarks," one of the ARGUS agents said.

Tony Stark finally found his ability to speak, "Why would I break into a government facility as Tony Stark? That doesn't make sense….and I mean that in the nicest way possible, but you must confused."

"I'm not confused, it was you, and when we find out who you've been in contact with, you're going away for a really long time," Waller said. She turned her attention towards Peter and Gwen. "And if either of your get involved, you'll be arrested."

The ARGUS agents fastened Tony in restraints and drove him off. Peter raised his hand, but Gwen grabbed his arm.

"Something really wrong is going on here," Gwen muttered to Peter. Peter nodded in confirmation.

"Right," Peter agreed. He decided to call up the one person that could help him get to the bottom of this. "Natasha, it's me, Peter, you're not going to believe this."

* * *

"Okay," Natasha said sometime later, after she joined Peter and Gwen. The three of them were on the hunt for answers. "Tony Stark might be very many things, but he's not a criminal or a spy. He wouldn't hold up well under interrogation."

Peter thought that her expert opinion did hold a lot of water. Given that she was the super spy and all, and she would know about what it would take to be a spy.

"I did hack into the security footage," Chloe said. She sighed when she looks at it. "You're seeing that, right?"

"Yeah, we are," Gwen agreed with her. She frowned. "He walks like Stark, he talks like Stark, but there's something really off about him."

"There's something really off about him, because he's not Tony Stark," Natasha said. She had a feeling in her gut. "And his movements are slightly off."

"So, Waller just had it out for Stark, and wasn't thinking rationally," Chloe said. She decided to voice another possibility in the interest of fairness. "Or she nabbed Stark to make it look like she was fooled by this game, and she's doing it to lure the real culprit out into the open."

Natasha spent a moment looking at the security footage. In her own personal opinion, she thought that it could be either way. She didn't really know whether or not Waller was playing one game or another.

"Who sent the imposter Stark there, or did he do it on his own accord?" Gwen asked. She could tell Natasha was thinking about it.

"Someone like that, has to be answering to someone higher up, with money," Natasha said. She paused and froze the frame. There was a device in his hand and on it, there was a serial number on it. "Chloe, look up that serial number."

"Right, just give me a couple of moments," Chloe said. She looked it up, and brought it. "It's a small company based out of Russia that makes some kind of electrical devices. It shut down years ago, in fact it shut down twenty years ago."

Natasha read the name and she frowned. It sounded familiar.

"It shut down to the public, maybe," Natasha remarked. "But in it's private group of clients, it most certainly did not shut down."

"Meaning that our faux Stark was a client," Peter responded.

"Yes," Natasha agreed, nodding. "And I know of the man who runs this place as well. He is a rather shady individual. I've done business with him before."

Natasha's statement caused Peter and Gwen to look at her.

"It was a very long time ago, and he does have tech that works more often than not," Natasha said. She shrugged. "At least he did until he died, about five years ago."

"Well, looks like someone took hold of his inventory," Chloe said. She paused and a frown went across her face. "Okay….that's interesting."

"Define interesting?" Gwen asked.

"It might be something to clear Stark's name….if Waller is willing to listen to it," Chloe said.

"I don't think that she could deny….well tell us what it is, and we'll figure it out," Peter said. He seemed distracted, almost like he thought better of that first statement, before switching things around to that second statement.

"Show us already," Gwen said.

Chloe popped up the security camera footage, with the time stamp.

"That was twenty minutes ago," Natasha said. "And Stark was brought in a half of an hour ago."

They saw Tony Stark, making his way into the airport. He ducked his head and went into the bathroom. There was a briefcase in his hand.

When he exited the bathroom, there was a silver haired man who exited it, wearing yellow glasses, dressed in an ugly and not that fashionable blue suit. The figure looked to be in a hurry to get somewhere.

"Chameleon!" Natasha said through gritted teeth. She should have known.

"Well, there goes the neighborhood," Spider-Man said.

* * *

The Chameleon thought that he pulled off the crime of the century, and got the top secret governments his benefactor wanted. He had even done it posed as Tony Stark, who already was a person of interest for ARGUS. He considered that revenge after the Avengers foiled another one of his plans.

Unfortunately, he found himself agitated, because the plane that he was supposed to be on was delayed. There should be no one who would know that he was here, but still, he wanted to get out of the city, before Waller came to her senses, if she ever did.

The Chameleon got up and spotted another spy in the shadows. The Black Widow was looking around in the crowd and she slipped into the shadows to disappear. There was no way that he could have been onto him this quickly.

He turned around the corner and ran headlong into the Goblin Queen. A ball of fire was thrown at him.

Gwen realized how bad this looked that she was sending a ball of fire at a seemingly harmless old man. She felt much better when the harmless old man pulled a gun on her and started to fire at her.

She dodged all of the projectiles and waited for Natasha to go around to block him off.

The Chameleon dodged into the crowd of people. He activated a device on his mask and snapped a picture.

A goth teenage girl made her way out of the crowd, shoving the briefcase into a backpack.

Spider-Man hung from the ceiling above and adjusted the sensitivity of his goggles. It wasn't X-Ray vision, but it would do the job.

' _I spy with my little eyes, a Chameleon!'_ Spider-Man thought. He looked at the teenage girl that was trying to shuffle her way out of the picture.

Spider-Man dove down at the teenager girl and drove her down. There were screams of horror.

"What are you doing, Spider-Man!" an innocent bystander yelled.

"Yeah, get him, Spidey, that bitch stole my look!" another teenager said, the one the Chameleon copied her facial features from.

She slid out of his grasp just in the nick of time. Spider-Man chased him down the hallway, or her, or….damn this was really confusing. He turned around and saw the Black Widow doubled over.

"Sorry, I think that he got away," the Black Widow said. She staggered, and favored her ribs. "I did the best that I could get him, but I think that he's just a bit too crafty."

"Nice try," Spider-Man said, and he punched "The Black Widow" in the face.

The Chameleon staggered around and Spider-Man delivered a series of rapid fire punches. He tried to nail him with the taser, but Spider-Man blocked the attack. The web slinger engaged in a series of rapid fire punches and kicks, rocking his enemy back.

The Black Widow came down and drilled the imposter Black Widow, with the widow's sting. The Chameleon dropped to the ground, with his face changer malfunctioning, until it blew a fuse and it shifted to Tony Stark.

"Wait a minute, that's Tony Stark!" one of the guards at the airport yelled. "I thought it was over the radio that he got arrested, how can he be in two places at once?"

"How indeed?" Spider-Man asked. He lifted up the form of the Chameleon and Black Widow made sure that he was kept in place. "And I'm sure the ARGUS agents will be here right on time."

Sure enough, the ARGUS agents turned up, making their way there. They looked down and saw the face of Tony Stark, even though it looked slightly cracked.

"We better call this one in," one of the ARGUS agents said.

Spider-Man noticed that they were in intense debate about whether or not they would be the one to tell their boss that she screwed up big time. There was a part of him that felt sorry for what they had to do, but it was only a small part, not a really big part of him.

Regardless, the Chameleon was secured and hauled off. His face changer was slightly damaged.

' _Hopefully he doesn't get stuck with Tony Stark's face for the rest of his life, that would be bad,'_ Spider-Man thought. _'Ironic, but bad.'_

* * *

Tony Stark was back in the world and Jennifer Walters was busy giving a statement.

"I'm sure that Amanda Waller thought that she was doing the world a service, but she should have looked into the facts," Jennifer said. "And I can state without a shadow of a doubt that Tony Stark is not a criminal or a spy. Anything else you might say about him, and his ego, might in fact be true."

Tony looked at the lawyer by day, Savage She-Hulk by night with a look of mock indignation, but he couldn't really deny that.

"And I'm willing to let bygones be bygones, if Amanda Waller offers me an apology, and she tells me that I'm right, and she was wrong," Tony said. "And I can assure you that's normally the other way around."

There were a lot of laughs from the crowd and Stark turned to Waller. Waller looked like she was going to blow a gasket, but she kept herself calm, walking up to the stage. She crossed the stage and looked Stark dead on in the eye.

"I apologize for the mistake that I made, Stark," Waller murmured.

"I don't think everyone watching this press conference quite heard you, Waller," Stark responded.

"I said I was sorry and it will never happen again!" Waller yelled so no one cold hear it. "I will make sure that I have proof that it actually was you before I lock you up next time."

"And you're assuming that there's going to be a next time, isn't there?" Stark asked in his usual charming voice. "Could you say it one more time, Tony Stark was right and Amanda Waller was wrong?"

"Don't push your luck, Stark," Waller said. She turned around and stormed off, she was in a bad mood.

The Chameleon was watching the scene go on around him, like the rest of the world. The door of his cell opened up.

"So her reputation has taken a hit, and she doesn't suspect a thing," a calm voice responded from the shadows.

"No, she doesn't," the Chameleon said. He looked at his benefactor. "You were right that she would go after Stark without any proof."

"Of course, I'm right, I'm the smartest man on the planet," the man in the shadows commented. "You're going to have to stick to that cell for a few weeks, but the information you sent to me works out well. Waller is nothing, but my puppet on a string. And I must leave, because the camera malfunction is about to be fixed right now."

Spider-Man played into his trap rather well, but he didn't really spend much time thinking about that particular individual.

Lex Luthor made his way out to the limo, where his assistant was waiting for him. The red haired woman, dressed much like a secret service person, with sunglasses and everything, pulled the door open for the bald businessman. He slipped inside without a word. He had very little time for idle chatter.

Lex pulled out a portable computer and accessed it.

He typed in the words, "Everything is going according to plan."

* * *

**To Be Continued on February 7** **th** **, 2016.**


	72. Suicide Squad Part One

**Week Five Chapter of the Week Poll is Live. Voting Opens 2/6/2016, closes 2/13/2016:**

**List of Chapters On the Poll:** webofchaos.blogspot.com/2016/02/week-five-poll-is-live.html

 **Actual Poll Itself:** www.poll-maker.com/poll571944xf09246E4-24

* * *

 

**Chapter Seventy-Two: Suicide Squad Part One.**

* * *

 

Kassady sat in the chair. His eyes flickered open and shut. He looked surprisingly docile for this early morning session. Karla stood across from him. The good doctor took a moment to analyze his vital signs to ensure they were all in working order.

"Kassady, how are you feeling?" Karla asked him.

Kassady looked like the lights were on, but no one was home. Daisy watched things from the side and it was kind of scary to see a hardened serial killer so far. Then again, many hardened serial killers were really calm. At least until they ended up killing you.

"I feel fine," Kassady said.

"He says that he feels fine," Daisy said. She shook her head. "Why do I feel like a rabbit that has been cornered by a fox still?"

"Tell me exactly how you feel in more detail, Cletus," Karla said. "Have the urges stopped?"

"The urges have been silenced," Kassady said. "But make no mistake about it, the urges are still there. They are just less prominent."

This caused Daisy to become more unnerved. Karla looked a bit unnerved herself, just less obvious in showing it.

"Are they?" Karla asked him. "Who are you loyal to?"

"I'm loyal to the Suicide Squad at the moment," Cletus said. His teeth got wide with a grin. It was rather scary. "And you know I will do everything that I need of it, until I have no reason to do so."

Daisy kept watching the situation from the other side of a glass wall. She had to admit that Waller did get some results, even if many of her methods was questionable. She turned around and saw Caitlin standing there. The woman frowned when she approached Daisy.

"So, your boss took a serial killer off of death row and drafted him to this little Suicide Squad?" Caitlin asked.

Daisy frowned and nodded in response.

"Yeah, that's what she did, pretty much," Daisy confirmed. She leaned forward and peered outside of the wall. "I'm not sure what her and Sofen are trying to do."

"It was some kind of nanobots that they're trying to condition his mind with ," Caitlin informed Daisy. Daisy raised her eyebrow.

"Okay, you're the scientist, I'm not," Daisy said. "So, maybe could you tell me whether or not that's really dangerous?"

"It's dangerous, to an extent," Caitlin agreed. She cupped her hand underneath her chin. The frown widened to her face. "She thinks that she can use the nanobots to control him. He's pretty much the guinea pig to test experimental technology. He's completely expendable"

Daisy understood in an instant where Caitlin came from.

"So if it works, she can bring more criminals in that way," Daisy said. "And if it fails…..well nothing of value got lost. I get you loud and clear."

He was here for insurance and nothing more. That bastard was insane and dangerous. Daisy shivered when she thought of this extremely dangerous individual.

"Are you okay?" Caitlin asked her.

"I'm just seriously debating my career prospects," Daisy said. She itched the bridge of her nose.

Daisy tried to say that she didn't sign up for this. But, she did sign up for this, at least at first. Things went south and for a while, Daisy found herself at a disadvantage. Now, she had more control. The only reason why she was here was to see what Waller's end game was.

Actually, Waller wasn't the biggest concern. It was the man who was pulling her strings was the problem. Daisy wondered if Waller even knew whether or not Lex Luthor was pulling the woman's strings.

She looked up and saw two of her co-workers appear. Deadshot and the Hobgoblin showed up to join them. The Hobgoblin was in an extremely surly mood and Daisy could tell why the moment the man opened his mouth.

"I can't believe that I have to work with these people," Hobgoblin said. He looked rather agitated. "I want revenge, revenge against Spider-Man. That web slinger is going to cruise for one."

"You know, that kind of obsession can't be healthy," Deadshot said.

Hobgoblin turned his attention towards Deadshot and he glared him down. The two of them stared each other down. Neither backed down.

Daisy wondered if she should get involved. She thought about it and decided that it wouldn't be for the best that she got involved.

"You know, the two of you should calm down," Daisy said. She arched her finger towards the room next to her. "Unless you want to end up like Kassady, you better cool it."

The two men took one long look at Kassady and they stepped back. Needless to say, that was enough to deter them from continuing this particular argument.

"Okay, listen up."

Waller turned up to address the entire group.

"We have discovered an item that Spider-Man and his team are tracking," Waller said. "We need to know what it is, and why he's after it, and we need to know now. We have found the location of the item, and you're going to go in and uncover it before they do."

Daisy wondered what kind of catch there was in locating this item. Waller always withheld some detail that would have been handy to know.

"Agent Johnson, Mr. Nygma will be giving you more information, as it is needed," Waller responded.

' _Great, guess I'm going to have to get all my information through riddles,'_ Daisy thought.

She thought this entire Suicide Squad was doomed to fail. Sure, Waller called it the Thunderbolts, but this was a Suicide Squad. No questions about it.

And they were being sent to some hellhole out in the middle of nowhere to acquire some item that Spider-Man was after. This day just kept getting better and better.

* * *

 

Spider-Man returned after a nice night on patrol. He entered the lab, and the first sight he came across were Alura and Kara, who were busy on work about something.

"I think that we found another one of the Infinity Gems," Kara said.

"It's important that we collect them all before….he finds out that they're on Earth," Alura said. She sighed when she looked towards Peter.

Peter had a question for her.

"Okay, we find them, that's really great," Peter informed her. "But, when we find them, what are we going to do with them?"

Peter asked a question both of them thought about.

"We need to get them off on Earth obviously," Peter continued. "You saw what Mysterio did with his little gem."

"We recall," Gwen said. She joined them and Chloe sauntered in directly behind them. "And, for the record, we're not the only ones who are after the Infinity Gems."

Peter really hoped that he didn't have to learn that. He turned to Chloe.

"I checked in on our friend in the Suicide Squad," Chloe said.

"That name doesn't really inspire me with a lot of confidence," Peter responded.

Chloe shrugged in response.

"Well, it's not officially called the Suicide Squad, except by the people actually on the team," Chloe said. She cupped her hand underneath her chin and frowned. "Which really does make you think about their confidence level, doesn't it?"

Peter thought that really told anyone all that all needed to know about the Suicide Squad. The people in it had a really bad opinion of it. Talk about your damning indictments.

"So what's up?" Peter asked her.

"Oh, not too much, actually," Chloe said. "Well other than the fact that Daisy found out that Waller found out about the Infinity Gems and the fact you're after them."

"I guess that my little trip to the Savage Land didn't fly as far underneath the radar as I would have hoped," Peter said with a barely hidden groan.

Chloe placed her hand on Peter's shoulder.

"And let's face it, a round or two with Mysterio wouldn't be what you would consider conspicuous," Chloe added.

There was that as well.

"Some of the people on the Suicide Squad aren't exactly the most upstanding citizens in the world," Chloe said.

Peter sighed. If that was not an understatement, he honestly didn't know what was. He turned towards Chloe, who was busy ticking them off with her fingers.

"Kassady, Hobgoblin, and Deadshot for starters."

"Does she really think that Kassady is going to play ball?" Peter asked.

"Well, she had him injected with nanites, which can control him," Chloe said. "The nanites were helpfully commissioned by our good friends at LexCorp."

Peter could only groan about that fact. Lex Luthor was a dangerous man and a well-connected one to boot. He was like Norman in some respects. Only, he was a lot more subtle that Osborn was. Well, Osborn was subtle as well, at least until he started to juice up on a formula that turned him into a hideous looking goblin creature.

It was after that that all sense of subtly flew straight out the window.

"Peter, urgent call coming through," Kara said. "It's Carol."

"Put her on," Peter said without any kind of pause or pre-amble.

Kara reached over and put her older sister on.

"So, I take it that you're in the middle of something right now?" Carol asked.

Peter thought that was understating things quite nicely. They were kind of in the middle of something right now. Regardless, he took a calming breath and looked at the screen in front of him.

"I'm in the middle of something, but….is it something about the Kree?" Peter asked.

"SWORD spotted one of their scouter ships just outside of our defense grid," Carol said. "It was there for a minute, and it left before we could get a real good look at it."

"So it means that they could start their invasion any day now," Peter said.

He hated to have to deal with the Kree on top of anything else. The Infinity Stones fell into his lap and he wondered if the Kree had any idea that they were here. He supposed that they didn't really need an excuse to invade this planet.

It would just one more reason top of many. Peter was a reason and he knew that Kara, Karen, and Claire were three others. Then there were these other meta-gene holding people that had to be somewhere. And he was pretty sure that there were a couple of other reasons that dictators like the Kree would be interested in Earth.

"So, no attack?" Peter asked.

"No attack," Carol said. "You did want me to keep you posted on anything, even if it is minor, didn't you?"

Peter nodded in agreement. He did want that.

"You've done a good job Carol, and I appreciate the fact that you're keeping me in the loop, so please keep that up," Peter informed her.

"It isn't a problem," Carol said.

Peter wished that he didn't have to play the waiting game as it pertained to the Kree. He suspected that would be a problem, when they tried to cause trouble, but he didn't know how much of a problem that it would end up being.

* * *

 

Daisy landed the plane down. Sure enough, this place fit the intelligence. It was some hellhole out in the middle of nowhere.

It was just like being in SHIELD all over again. The only thing was different was the dental plan or lack there of. She looked over her shoulder. Deadshot followed her out, and the Hobgoblin walked behind her as well. Cletus calmly walked behind her as well and Caitlin brought up the rear.

"Well, at least the cold won't really be a problem for me here," Caitlin said. She saw a loud mountain.

"If I had my gear, I could fly up that mountain and bomb those bastards, and take whatever's up there," the Hobgoblin said.

The voice crackled in.

"And that's because you have all of the subtly of a hammer to the genitals," Nygma said. "It's obvious that they want you to climb the mountain. What is something that isn't there, but only a person of a similar word would fall for?"

"I don't have time for your stupid riddles," Hobgoblin grumbled.

"It's a dummy," Daisy said.

"Correct," Nygma said.

"They put a dummy house on top of the mountain, the real fortress is around here somewhere," Daisy said. "There must be a switch or something in the bushes….it's underneath the mountain. And we can get in and get out, without triggering any attention or killing people."

"Now, what's the fun in that?" Kassady asked.

Daisy was trying not to get riled up by this bastard. She hitched in a deep breath and she found the switch that allowed them inside.

The rocks slid open and revealed an entrance. Daisy stepped inside, leading the way. Nygma was correct. The headquarters of these people were hidden underneath the mountain.

"HYDRA," Deadshot muttered.

That caused them all to stand up. The logo was on the wall. Daisy was under the impression that HYDRA had fallen. The Dark Spider had her rampage and broke apart several HYDRA bases. The Dark Spider didn't destroy bases in HYDRA. She obliterated bases all around the world. HYDRA was supposed to be done and over with.

"This is really sad, isn't it?"

A very familiar figure stepped out of the shadows. He looked like your stereotypical Nazi. He was bald and a monocle covered one of his eyes. It might not even be needed. He wore a green uniform with the HYDRA symbol of it.

"The United States Government sends their outlaws to do their dirty work," he commented. "How pathetic!"

"You really think that we're pathetic?" Hobgoblin asked. "You're the one rocking the Nazi look fifty years after it went out of fashion, buddy."

"I know that you're pathetic," the man said. "You might not know who I am, but I'll introduce you. I am Baron Wolfgang Von Strucker. I'm the new head of HYDRA. You cut off one and two more grow on its place."

"Then we're just going to have to destroy the entire body," Kassady said.

He giggled like a crazed hyena on crack. Daisy's gaze shifted over him and tried to warn him not to say anything.

"We might not be at our full strength, but we have an item that will even the odds," Strucker said. He waved his hand and several HYDRA goons show up.

The HYDRA goons pointed their weapons at them. The Suicide Squad was facing off against HYDRA and it was going to be an insane battle.

"Remember our training," Daisy said.

"Yes, your training won't get you very far, when we have the item in our hands," Strucker said. His teeth twisted into a malicious grin. He looked at them. "You made a really big mistake coming here."

"Yes, I know," Daisy said.

She understood more than anyone else that she made a mistake coming here. She had been dealing with HYDRA for a long time, even before signing up for this little suicide operation.

The woman raised her hand and decided to level the playing field. She divided the HYDRA forces.

Only, Deadshot didn't seem to want to play ball. He fired a shot at the side of the head of his adversary, bringing him down onto the ground.

"Can't you wait?" she asked him, annoyance crossing her voice.

The problem was they needed to find what HYDRA was after. They only had a vague amount of intelligence. All they knew was that Spider-Man knew about it and wanted his hands on it.

It must be something dangerous. That might have been especially true if HYDRA was willing to kill them to go after it.

* * *

 

Carol, Kori, Kara, Claire, Gwen, and Peter stood together in one of the SWORD secondary bases. It was out of the way in New York.

"You know, when you really think about it," Gwen said. She paused and Carol looked at her. "Having a base deep underground that has to deal with alien threats; it really doesn't make the most amount of sense, does it?"

"Not really," Carol conceded. "But that could be the idea to hide the base."

"She does have a point," Chloe said.

She joined the rest of the group, preoccupied with something. Peter looked towards her, a frown deepening when he locked onto her eyes.

"So what's up?"

"For the record, I haven't been able to track Waller's group….there's something blocking my signal to Daisy," Chloe said.

Everyone groaned with the obvious conclusion coming into there minds.

"That's not good," Peter said.

"No, it isn't good," Chloe agreed with him.

"Was it that obvious?" Peter asked.

"Not really," Chloe said. "But, I guess that really does go with it."

Kori had remained silent. She obviously had some reservations about what was going on.

Claire noticed that and she turned to the younger alien.

"Don't worry," Claire said. "We won't let the Kree do anything to harm Earth."

"I hope that you're right, friend," Kori said. The alien princess folded her arms underneath her chest and gave a heaving sigh. "It's just that, I've seen a lot of what the Kree could do up close and personal. And none of it is pretty."

"I know that you have," Claire said. She frowned. "The Fortress should hopefully be enough to deter them from an invasion."

Peter hated to bring up this point.

"Hopefully the Fortress doesn't inspire them to hit things harder than ever before," Peter said. "I actually hope that they don't do that."

"I'm sure that we can find a way to get them to back up," Carol said. She frowned. "There's really no easy solution."

She got her powers from a Kree source, but she had no idea how awful they could be.

"You're going to be more useful than any weapon," Kara said.

"Thanks, I think," Carol said. "I have to ask you honestly, how are they going to going to take the fact that I got their gifts?"

"Honestly?" Kara asked.

Carol nodded.

"Yeah, honestly," Carol said. "Don't worry, I'm a big girl, I can take it."

"They're not going to take it well," Kara informed her.

Carol pushed open the keycard in the slot and made their way down into the base. It was powered by a few crystals.

"They're about the best that we can get to replicating the ones on your ship, without replicating the ones on your ship," Carol informed Kara.

Kara thought that she didn't do that bad.

"It amplifies the defenses that we already have at SWORD," Carol said.

Peter looked impressed. He couldn't see any problems with that at first. He paused and thought it over, seeing one really big problem that they hadn't figured out.

"What about Brainiac?" Peter asked.

"If he gets close enough," Carol said. Peter turned towards her. "Alura, Kara, and I have been working on something that will hopefully shut him down for good. But, the damage might already be done, with what he's told the Kree already."

Peter hated to admit that she was right, but did he really have a choice? The Kree knew a lot about this planet already and Brainiac had access to both HYDRA and SHIELD. That was a lot of information the Kree could use for trouble.

* * *

 

Daisy thought that this Suicide Squad might exactly pull this off.

"You bastards picked the wrong people to fuck with!" Kassady yelled. He pulled the blade out of the hand of one of the HYDRA goons and stabbed him.

"You have no style," Deadshot said. He fired one of the goons point blank in the end.

"Style, what do you know about style?" Hobgoblin howled. "Neither of you have any style!"

He held a few explosive devices in his hand. The demonic goblin threw it at them. It wasn't his pumpkin bombs, but it would have to do. It would have to do indeed.

"Could we just focus on the mission?" Caitlin asked.

"Sure thing, Killer Frost," Kassady said.

She hated that name. It really made her feel dirty. Caitlin felt better by the fact that she was sucking Nazis dry of body heat.

Seriously, Nazis in whatever year they were in now. What the hell was their problem? She didn't really know.

"Stay back!" Strucker said. He reached on the table behind him.

He got impaled straight through with a tool and Kassady stood over his body. The HYDRA leader's mouth opened and he hacked up blood.

"We were supposed to interrogate him to get information on what that is," Daisy said.

Kassady looked around and smashed a crate open.

"I say we look around for information our own way," Kassady said. "These bastards were already dead!"

Daisy wondered if she should use the remote control leash that she had been given. She pressed a button and it caused a light shock to come down Kassady's head. It stopped him in his tracks.

"Five minutes, and you can think about what you've done," Daisy said.

She was a government agent, not a babysitter.

The broken glass shifted and a blood red substance crawled on the floor.

It latched to Kassady and crawled up his body. He looked like a blood red demonic scab and his eyes were growing.

"That's better, I'm free now, and the urges have returned Doctor!" Kassady yelled.

Daisy pushed the button, but she got nothing.

"We've got a problem, I've lost Kassady's signal," Karla informed them from base.

Daisy almost face palmed.

"You think?" Daisy asked.

"Yes, you think, you thought that you could put me in a cage!" Kassady yelled. "You thought that you could put me on a leash."

"HYDRA has been trying to replicate the black suit, but….it came out all wrong," Daisy said.

"Looks like they added the Red Skull's DNA to the suit to create something even more horrifying," Karla said.

"Yes, yes, yes, I'm more horrifying, in fact, I'm the pure personification of Carnage!"

Deadshot fired a few more bullets at the newly dubbed Carnage. Nothing, and he shot tentacles out, stabbing him through the chest.

* * *

 

**To Be Continued on February 14** **th** **, 2016.**


	73. Suicide Squad Part Two

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* * *

**Chapter Seventy-Three: Suicide Squad Part Two.**

* * *

The meeting with SWORD went rather well all things considered. After the fact, Peter, Kara, Jessica, Carol, and Gwen decided to get together to have lunch. Kori returned to the penthouse and Claire had some other work to do.

Peter personally thought that Claire not joining them was a shame. Still, the web slinging hero thought that there were going to be other opportunities. Claire showed a bit more interest in him since the Savage Land, but there was something holding her back from committing fully.

"It's a real shame that Claire decided not to join us after all," Peter said. "I was hoping to get to know her a little bit."

Kara smiled. She hoped that Claire would get over what happened a long time ago.

"My cousin puts on a brave face," Kara said. "But her issues have issues, and that can be a bit of a problem."

Gwen laughed at Kara's statement. Kara pressed on.

"A lot of things happened back in Smallville, that caused Claire to be a bit gunshy, despite her powers," Kara said. "Lois helped her work through the worst of it, from what I've been able to find out anyway. But being imprisoned for days and studied like a lab rat by someone that you thought was a good friend is not something that is easily gotten over."

"No, the bastard who did that….."

Kara cut off Carol's statement with a mere gesture and sighed before she responded, "The bastard who did this is virtually untouchable. And he's funding this entire Cadmus mess to start, you know."

"Luthor?" Peter asked.

Kara nodded in confirmation. "Luthor."

Peter thought about it and nodded. That made perfect sense.

"At least she was able to lend us use of her Fortress," Jessica commented. "Aren't we glad for that?"

"Oh, we are, she is going to be the most valuable weapon that we have against the upcoming invasion," Carol said.

"I don't know about you, but I really wish that the Kree would get it over with," Jessica said. The spider themed heroine shuddered and added, "The tension really is killing me."

"You say that now, at least until the Kree shows up," Kara responded. "You'll be regretting that later, mark my works."

The five of them getting together for such a meal was a relaxing atmosphere. Peter enjoyed the chat with Carol, Kara, Jessica, and Kara. Leaning forward, Peter asked Carol a question.

"Wouldn't you be the most valuable weapon?" Peter asked her. "Given that you do have some of their abilities that they would have underneath a yellow sun?"

"And what am I, chopped liver?" Kara asked. "As if Kree powers are better than mine….no offense."

"None taken," Carol said, with a dry chuckle.

"Well, interfacing with that Kree ship might have given you a leg up, wouldn't you say?" Peter asked her.

Carol's face grew into a smug smile, before she went and answered that particular question.

"To answer your question, just a little bit," Carol said. "The main problem is that SWORD might not be fully prepared for what is going to come next."

Peter grew a bit more serious. Gwen, being as quick witted as she was, beat Peter to the punch.

"That really is a big problem," Gwen said. "Is SWORD ready? Or are they just good for monitoring and not good for defense?"

Carol sighed. Gwen, without really meaning to, just underlined one of the bigger problems that came with working with a government agency like SWORD. There were always going to be issues.

The fact the Kree came and there was nothing they could really do about it other than prepare for the worst. SWORD had been set up to both learn about what was out there and if necessary, to defend. SWORD outlasted SHIELD by a wild margin.

SHIELD existed, just barely, by a few scraps. That fact did not really matter though, for SHIELD only existed in the mind of one Nick Fury.

The lunch went well, but true to form, a snag occurred. Peter's communicator device went off.

"Of course," Gwen muttered.

"Chloe," Peter answered.

"Yeah, I'm really sorry about screwing up the nice lunch and likely after party orgy you're going to have, "Chloe said. "But I managed to locate Daisy and…..well, they ran into another HYDRA base. I've got good news and bad news."

"Tell me the good news first," Peter prompted her.

"Well, the good news is that they destroyed the HYDRA base," Chloe responded. She gave a heaving sigh and added, "And the bad news is that Cletus Kassady is off of his leash and bonded with some demented version of your suit."

Chloe's news caused the scene around the table to grow grim. Peter's expression grew grim along with it. The young hero opened his mouth and closed it.

"Location, do you have it?" Peter asked.

"Just one second," Chloe said.

The information was verified. Peter rose to his feet.

"Guess I better head out," Peter said. "Kara, I'm going to have to ask you to…."

Kara sighed. She was much looking forward to dessert and the likely after party that would come afterwards. She guess fun and games would have to wait.

The girls all agreed though that this situation proved to be one that was worthy of keeping an eye on. Peter left to suit up and leave.

Chloe finally reestablishing the signal was good, but the grim situation spiraling out of control happened to be an extremely bad thing.

* * *

Deadshot reloaded the clip of the gun and fired at the monster once more. A series of bullets meant to take down some really dangerous people fired through. The creature almost laughed at him.

Daisy used her powers to rock the ground underneath the enemy. The team needed to get out of here and regroup. They lost touch with base.

This was only the second time in about three months Daisy found herself at the wrong end of a suicide mission. Waller might not like it, but the name Suicide Squad was appropriate.

"I guess it's just down to us, given that Hobgoblin got out of here, while the getting was good!" Deadshot yelled.

"Smart man, should have taken his hint and joined him," Carnage said. His voice grew creepier and more crazed. "Now, all you're going to do is join Strucker in the afterlife!"

The newly dubbed Carnage laughed like a crazed hyena. Daisy tucked and rolled. The razor sharp tendrils the man created sliced through a stake of crates.

Caitlin shook her head, not knowing what to do. While the young woman had a better control of her abilities, at the very core, she was a scientist and not a fire. Carnage coming at her like this caused the woman to freeze up.

Deadshot was not done yet. The mercenary whipped out the bigger gun and emptied it at Carnage.

"This guy….I don't know what to do," Deadshot said. He could feel his heart beat heavily against his chest.

Nothing he seemed to do was working and that was never a good thing.

"Need to….."

Carnage grabbed Deadshot and lifted him up over his head. The monster ripped the mercenary in half. Blood splattered everywhere on the ground.

Daisy gripped Caitlin by the wrist. The girl winced when Caitlin pulled body heat from her. Daisy had to let go.

"We need to get out of here, now, no time to freeze up," Daisy said.

"I know, it isn't a time to freeze up," Caitlin replied. "I think we can….ARGH!"

Caitlin finally found the ability to speak. The only problem was that Kassady's grabby tentacles latched onto her. The brunette turned blonde woman was pulled into the air. The blue skin she got from the mutation grew somehow pale.

The laughter of the crazed madman could be heard. Cletus had a tight grip on Caitlin and decided to latch onto the woman, not letting her go.

Daisy dodged some deadly spikes created from the suit. The man was gaining control of the suit at a rapid rate.

A line of webbing latched around Carnage and pulled him off to the side. The action caused Carnage to drop Caitlin on the ground.

Carnage turned around and came face to face with Spider-Man. Spider-Man nailed Carnage with a venom blast and emptied a stinger into his chest.

This was a sick and rabid dog that needed to be put down.

Carnage laughed at the poor efforts.

"So, the weaker and less efficient model decides to attack me," Cletus said. His tone grew increasingly bored. "Color me unimpressed Spider-Man."

Spider-Man knew Carnage tried to rile him up. The web slinger could not let that happen.

"You're going to need to be put down," Spider-Man said. "Listen to yourself, Cletus, you've lost…."

"You're right, but the entire world is just as insane, man!" Carnage yelled. "So, they're all sick and they all need to be put down….STARTING WITH YOU!"

Carnage tried to stab Spider-Man straight through. The web slinger blocked the attack. Several more blocks and the web slinger kept fighting. Carnage tried to impale Spider-Man.

Daisy knew standing back was not an option. Hand raised, the meta-human willed the ground to start shaking underneath them.

Carnage was caught off guard, but Spider-Man latched onto the wall. The web head fired several lines of webbing. They latched onto Carnage and held him into place.

"Here goes nothing," Spider-Man said.

' _He corrupted the piece of me, I can feel it, this bastard offspring needs to be thrown in a furnace,'_ the suit said.

' _Good…suggestion…but the problem is there isn't a furnace close by,'_ Spider-Man grunted.

Sure enough, Spider-Man did not get him as much as he would like. Carnage yanked Spider-Man down and forced the web slinger to collide to the ground with a sickening force.

Spider-Man shook his head. The wind had been knocked out of him. Spider-Man got up, only in time to see a large hole appear. That caused Carnage to fall down and the jagged rocks to bury him alive.

"I'd say that there's no way that he could have survived that, but come on," Spider-Man said. "I know better than that."

"Spider-Man, she's….she needs help!"

Daisy calling over to him snapped Spider-Man out of his musings. The web head rushed over to check on Caitlin who was worse for wear, for lack of a better term.

Kara flew on in, after scanning the outside for any tricks.

"I thought I saw Hobgoblin get out of here, but…he's gone, and….." Kara said.

"Deadshot is dead, and Doctor Snow will be that way soon, if we don't get her out of here," Spider-Man informed Kara.

"Right," Kara agreed. That was high priority to get them out of here.

The Hobgoblin's escape proved to be only secondary to the rather pressing problem of an injured scientist who had gotten powers. Peter and Kara helped Daisy and Caitlin and flew them out.

It was not like Waller's people were going to pull an extraction anytime soon. Peter looked down at Caitlin, with blood spilling from the woman's mouth. Needless to say, the situation was not good, but it was easily fixable. Only if they hurried through.

* * *

Peter, Kara, and Daisy waited outside of the diagnosis. Daisy sighed when she tapped her foot on the ground.

"I bet Waller is going to show up any moment, to screw me, and not in a good way," Daisy said.

"Let her try, I want to give her a piece of my mind," Peter commented.

Daisy knew that Peter really went to bat for her when Sinister did a number on her. Thanking Spider-Man would be the right thing to do.

"So, what was Waller after?" Peter asked.

"Well, she knows that you're after those gems, I don't even know what they are, and I doubt that she does either," Daisy said.

"Waller not knowing for the best," Kara said.

If Waller knew what the gems could accomplish, the woman would only redouble her efforts.

"Oh, and I want to thank you for pulling my ass out of the fire, again," Daisy said.

Peter shook his head.

"It was no problem, it's just what I do," Peter told her.

Daisy smiled. That really was why he was one of the top heroes in the world. Granted, there were people who were bigger than him, stronger than him, and in some cases more skilled than him, but no one else had a heart like him.

The government agent paused and decided to stop being a gushing fan girl that was also gushing in her panties for Spider-Man.

Alura left the room. Kara sensed the grim expression on her mother's face.

Peter craned his neck and waited for Alura to give him the news. Good or bad, he could take it.

"Caitlin is in really bad shape and her body temperature is dropping," Alura said. "If she doesn't get a sufficient amount of body heat soon, she'll die."

Recalling what happened during the incident in Sinister's headquarters, Peter had an idea. He turned to Alura to give it to her.

"Well, you know I think that I can share my body heat with her," Peter suggested. "And you know what the oldest way to share body heat is."

Alura frowned. She was well educated about the best way to share body heat and found herself a bit envious that she wasn't in Caitlin's position. Alura tried her best to crush the emotions she felt and focus on the situation. In theory, it should work, but there was just one simple problem.

"I know about what happened at Essex's lab, and it worked, but the amount of body heat you're going to need to give her….." Alura said.

"What?" Peter asked.

If there was one thing that got on Peter's nerves, it was the fact that people trailed off when before they gave him an appropriate amount of information.

"I'm not confident that your healing factor will outstrip the rate she needs to drain your body heat to survive," Alura admitted.

Peter understood all of the risks better than anyone else of what needed to be done. The other thing was to just let Caitlin die and he didn't want to do that.

The doors opened and Caitlin strapped down to the bed looked to be in absolute pain. Peter removed the straps.

The girl's head looked up and there was a token amount of resistance in her.

"You can't….I'm going to….I'll attack you, and it will be far worse than last time," Caitlin begged him.

"Don't worry, I'm going to attack you, and you're going to enjoy it."

Peter cupped the girl's face and smiled at her. The tips of his fingers brushed against the scientist's face.

"Tell me, what is the best way to share body heat?" Peter asked. "As a fellow scientist you should know this."

"Through sexual intercourse," Caitlin said.

Caitlin wondered if Peter's theory would be right. The best way to reacquire body heat would be to share it.

The brunette eagerly captured Peter's lips into a kiss and stuck her tongue into his mouth. His mouth felt so warm, so very warm.

Caitlin's fingers brushed down and rubbed up against him, to try and get the friction.

"Need more," Caitlin breathed, grinding her womanly body against Peter's. "Need you now."

Peter removed the gown and Caitlin reclined on the bed in all of her glory. Her nipples became erect and Peter doubted it was because of her body having a cold temperature.

In a flash, Peter laid himself on top of Caitlin's body. His clothes retracted from the body. Leaning forward, Peter kissed the woman hard.

Caitlin wanted his heat and she wanted more. Peter's muscular chest pushed up against the brunette scientist's firm breasts. It was a tingling feeling going through her. Greedily, lustfully, the woman wanted more.

Peter kissed down her body. Closer, with the precision of a predator, Peter edged closer between the girl's thighs.

The thighs spread apart and Peter's hands eagerly massaged them. The flesh felt surprisingly warm and the juices spilling from Caitlin's center smelled wonderful.

"Oh god, more, I need more," Caitlin panted. What he was doing drove her nuts.

Peter clenched Caitlin's thighs and leaned forward. Now was the moment of truth.

Caitlin felt Peter's tongue push inside her. It felt so good. So good, Caitlin couldn't even begin to describe it. Hands grabbed the back of Peter's head.

"Lick, lick my fucking pussy, it feels so fucking good!" Caitlin screamed. "You're driving me nuts!"

Peter didn't want to let the woman down. The delicious taste coming from her tasted wonderful. The eager young man just had to lap it up.

The taste coming from Caitlin was intoxicating. Peter licked and worshiped the woman's pussy. She encouraged him to go deeper inside him.

"OOOH, MORE!" she moaned.

The orgasm was reaching and Caitlin's body shook underneath Peter.

Peter pulled form her. For a moment, his face looked flushed.

"That was good, but more, please, I need you inside me," Caitlin said.

"And you'll have me," Peter said.

The primal force inside Peter prompted him to go in to claim another woman. With another movement, Peter crawled on top of Caitlin's body. The two lovers kissed in an intense passionate.

Caitlin rans her hands over Peter's body and the intoxicating sensation of the body heat coming from him inspired passion.

Peter felt hardened against her.

"Do, you want me?" Peter asked.

"Yes, stop teasing me, and drive your big cock in me," Caitlin said.

Caitlin screamed when the throbbing hard tool entered the woman. The woman clenched hard around him. Peter grabbed the woman's tits and squeezed them.

That was much to Caitlin's delight. Her hips rose up, to encourage Peter to go deeper inside her.

Peter's breath became ragged. A second wind came in Peter's body. Peter fucked in her, roughly.

Caitlin's hair draped down to obscure the woman's beautiful face. The scientist loved Peter's cock touching every single last inch of her.

"Oh, god, you're such a big boy," Caitlin breathed. "You can touch places inside me that….I never thought could be touched."

"You're so tight," Peter said.

"Never had anything this big inside me, harder, need more heat," Caitlin panted.

Peter pumped himself deep into the steaming warm core. Caitlin felt the opposite of how envisioned.

"Yes, I'm nothing, but your whore, you can't help yourself fucking me, giving me all your fucking heat," Caitlin breathed. "I'm nothing, but a slut that craves all of your heat, and your cock. I need it all. Screw my brains out, you huge-cocked stud!"

The language the girl used, not cold at all under any means. Peter pulled out of her and turned her over.

"Oh, I know that you want my ass," Caitlin panted. His cock pressed against her anus and caused her to feel a burst of pleasure. "Guess what, take me, my ass is yours!"

Peter speared his throbbing cock into the woman's ass. The tight hole crunched around Peter.

Caitlin panted when Peter plowed hard inside her. It was feeling good. His fingers teased Caitlin's inside. Pleasure points caught with inner precision.

"Oh, that feels good, but I need you back inside my pussy, now, just a little bit more, baby," Caitlin panted.

As much as Peter hated to leave this tight hole, her pussy was equally as inviting. Peter pulled from her rectum and slammed into Caitlin's snatch.

Caitlin's eyes flooded over in pleasure. The harder Peter fucked her pussy, the better everything felt.

Peter felt a load build up in his cock. There was a bit of apprehension about what might happen when his body came down from his high. Was it more than enough?

"Please, Peter, cum for me, I need it," Caitlin said. "You wouldn't want disappoint me. If this fails, we won't ever get to have more fun like this."

With encouragement like that, how could Peter even dare to say no? Peter picked up the pace and kept slamming into her at a rapid rate.

Caitlin's nails dug into the bed. Pleasure spread through the ice-powered woman's body as Peter fucked her hard from behind.

All of Peter's hard, throbbing, cock spread deeper into the woman's body.

"YES!" Caitlin breathed. "That feels good!"

The body heat felt perfect and Caitlin would have to agree that she felt more like herself again, than she did ever since getting injected by the OZ. Sexual feeling really did feel fucking great.

That being said, there was one thing Caitlin's body craved above all else. Peter emptied and filled the woman's tight cunt. A little bit of encouragement to push him over the edge would do it.

"Now, you need to cum, please cum, I want your load," Caitlin panted.

Peter could hardly say no again. His balls kept tingling when he slammed into Caitlin's tight and willing cunt.

The rate the woman squeezed him felt wonderful. Peter could hardly hold back.

His cock exploded with another push. Peter's hot and sticky load spilled into Caitlin's body filling the woman up.

Peter pulled out, seeing the warm cum dripping from her pussy. Caitlin collected the cum on her fingers and stuck them deep down her throat.

"Oh, you're hard again," Caitlin said. "You know, most men can't handle the cold…..but I guess I need just a little bit more."

"Oh god, Caitlin," Peter breathed. Caitlin crawled over him and pinned his arms back.

Peter's cock slid inside Caitlin. The perfect fit as usual and Peter groaned when Caitlin drove down upon her.

Caitlin's wet and hot pussy slid down onto his massive cock again and the woman rode Peter.

Peter got a second wind with the beautiful goddess bouncing up and down on his extended prick. The young man leaned up and grabbed Caitlin's tits, squeezing them really hard.

Caitlin bounced higher and encouragement. Peter's massive prick split her open and it felt really good to feel it.

"Do you have more for me, Peter?" Caitlin asked.

Peter didn't know whether or not there was enough left in his raw balls. Caitlin bouncing on him and sucking on her own hard nipple encouraged Peter to give it the good old try.

Peter held onto the woman's hips and slammed deep into the woman's body. Caitlin lowered down onto Peter and the powerful young man responded.

The two continued their fun, and Caitlin came hard. His cock was saturated with slick juices.

Peter's balls ached with the need to be released.

"God, Caitlin, I don't know how it's possible, but I'm going to cum," Peter groaned.

"Good, I'm going to milk your fucking balls dry," she said. A look of pure primal pleasure spread over the brainy girl's face.

Caitlin felt him cum again. Greedily, the brunette worked Peter's rod until all of the hot cum was drained from his balls.

Peter collapsed on the bed, balls drained from the entire encounter. A chill spread over Peter's body for a moment, but suddenly, Peter felt fine.

The door slid open after the fact and Caitlin and Peter walked out. Caitlin looked a lot better, and actually closer to her normal self. She looked at Peter in concern, looking to see how pale he was. Concern spread through the face of the brunette scientist.

"I didn't make you sick did I?" Caitlin asked in concern. "I mean, for most people, exposure to the intense cold for so long can kill them."

"I'm fine, not even frost-bitten," Peter said.

"That would have killed the mood," Caitlin said. "And I'm sure that your girls would have killed me if you got frost-bitten like that."

Peter laughed. His girls would do that. Thankfully his healing factor prevented anything like that from happening and the suit did protect him as well. So he had double protection.

Kara and Alura must have left for some reason or another. The two turned and saw Daisy zip up her suit from the front. Peter smiled and grabbed her hand. It dribbled with juices.

"I had to observe you to make sure everything went right," Daisy said nonchalantly.

"I'm sure your observation felt quite good," Peter said.

"Oh, yes, my powers are good for many things," Daisy said, with a smile and a wink.

Peter laughed. Daisy decided to take the opportunity to steal a lingering kiss from Peter. Caitlin's taste was still on his mouth.

"Mmm, tastes like ice cream," Daisy cooed.

Caitlin would take that as a compliment to be honest. Peter smiled and pushed Daisy's fingers into his mouth.

Daisy closed her eyes. Peter sucked her fingers dry.

The door slid open and a rather amused Chloe turned up just in time to see the look of pleasure cross Daisy's face.

"So either I'm interrupting something really good, or I just missed something good," Chloe said.

Peter laughed and decided to see what was on her mind.

"Wouldn't you like to know?" Peter asked.

Chloe smiled and leaned forward, kissing Peter on the lips.

"So, you had ice cream and you've been having it without me," Chloe said, with a slight smirk on her face.

"Maybe," Peter replied. Daisy and Caitlin snickered, and Peter turned towards one of his favorite mission support girls. "So, what's up?"

"Carnage made his way to Metropolis," Chloe said. "He was lost spotted heading towards LexCorp."

Carnage digging himself out of the hole was annoying, but really it wasn't unexpected.

* * *

Lex Luthor heard an alarm and had to investigate matters himself. Some of his security staff laid on the ground. Many of them breathed and others were in bad shape.

"Well, I'm going to have to get a better security force," Lex commented.

Lex turned and noticed a hideous creature. He knew instantly who he was and why he was here.

"So, you're here because you want revenge on me," Lex said.

"Yeah, you're a smart man, but if you were a bit smarter, you would have stayed in your office and allowed yourself a few more moments of precious oxygen," Carnage cackled.

Carnage laughed and peered down at the bald businessman. The crazed madman stalked Lex like a hungry lion going after prey.

Lex smiled and didn't blink at all when he stared down Carnage. The crazed lunatic really thought that he would rattle Lex. If he thought that, then he had another thing coming.

"I'm not the one you want, Mr. Kassady," Lex said. "I did offer funding to Waller, and the nano-technology she used to try and put you on a leash was created by a LexCorp scientist. A LexCorp scientist who got fired by me because his experiments endangered the public interest."

Lex did not blink at the serial killer. The man had stared the most powerful woman in the world in the eye and brought said woman down beneath his feet. This menace would not rattle Lex Luthor.

"I can tell you where Waller is right now, and all I ask is to let me live."

Carnage's interest was grabbed by the promise of the woman who had taken him from Ravencroft and made him out to be a lab rat.

"I'm curious about that stone that you have on you," Lex said.

"Well, Waller wanted it and Spider-Man wanted it, and I suppose you want it as well!" Carnage yelled. The purple stone was slightly visible. "Well, I have it, and you can't have it."

"I wouldn't dream of having it, my friend," Lex said. "It's a pity; you have no idea what it does though. But, you want information about Waller. Don't you?"

Lex thought that it would be easy to reclaim the stone when Carnage was done playing. The symbiote caused the man to think of one thing and that was revenge.

Reaching into a desk drawer, Lex pulled out a file. Placing the file into the hand of Carnage, the bald businessman's lips curled into a smile.

Carnage considered the information in the file and turned around.

"Guess, I don't kill you today," Carnage said. "See you later, cueball!"

"Oh, I'm certain that our paths will cross again," Lex said, the moment Carnage departed from the premises.

Lex was taken off guard by the menace's sudden arrival. When he returned, there would be a containment tank waiting for him.

The fool didn't know the true power he wielded, but then again, power was wasted on many people. And someone of the brilliant mind like Lex Luthor could save the world. He was more brilliant than Richards and Stark as far as he was concerned. Those fools squandered their brilliance on shiny toys and futile heroics.

Lex continued to play Waller like a puppet to get what he wanted. The woman was strong and also easily led to believe certain things.

It was time to check in with Lex's other partner. Their relationship proved to be rather fruitful and Lex no longer needed Waller. If the ruthless businessman had any use left of the woman, than giving Carnage her address would be counterproductive.

* * *

The ARGUS agents waited for Carnage to arrive. The last transmission of their Suicide Squad had been dismantled and the last image they saw was Carnage.

Carnage dropped down and the guards looked to fire at them. Razor sharp tendrils fired forward and Carnage impaled the guards on them.

The tendrils sliced into the organs of the guards. The guards howled in pain, even more so when Carnage drained the life form from them.

Carnage created two miniature battle axes and hacked them to pieces.

"So, this might be the definition of overkill, but that's half of the fun," Cletus said. He giggled madly. "Hey, Waller, I want you to come out. I've got something for you! I want to thank you for your hospitality."

Waller didn't turn up and Carnage took his frustrations out on the downed guards by hacking them to pieces constantly.

"Come out, come out, wherever you are!" Carnage sang.

Carnage could sense that there was something following him. His psychotic sense was tingling.

Spider-Man swung down from the heavens and nailed Carnage as hard as possible. Carnage flew into the wall.

Flamebird swooped down and sent a blast of heat vision in an attempt to cut through Carnage. Carnage swung a tendril at Flamebird, but Flamebird dodged it.

"Now!" Flamebird shouted.

Flamebird dodged out of the way of the attack. The Goblin Queen raised the sonic gauntlets she wore and fired a concussive blast.

"So did that get him, please tell me that got him?" Flamebird asked.

"If it did, I'm glad," Goblin Queen replied.

"I really can't believe that you used an idea from Shocker of all people," Spider-Man replied.

Goblin Queen shrugged.

"It was a good idea," she argued. "It's just that Herman is just….oh boy."

"Well, looks like we didn't get him enough," Peter responded in a groan.

Carnage got to his feet and Spider-Man looked at the creature.

"I'm going to rip you to pieces this time, web head," Carnage said. "You're nothing, but last year's model."

"Same verse, same as the first," Spider-Man said. "You're rap is getting a bit old."

"Then time to mix it up again, when I kill you to death!" Carnage yelled.

"And here I was hoping for you to kill me to Florida," Spider-Man answered. "Although, Death is rather easy on the eyes, and I wouldn't mind saying hello to her again, but….never mind."

Spider-Man and Carnage engaged into battle. A sonic grenade hurled into the air, but it didn't work.

"That sucked, you bastard," Carnage said.

Okay, maybe it did work. Spider-Man thought that he had one more shot to rip Carnage's suit off of it.

Suddenly, Carnage flashed in a blink of an eye. Spider-Man watched when the serial killer flickered from one end to the room to the other.

Flamebird gasped. The purple gem on Carnage allowed him to be multiple places at once.

"The space gem!" Flamebird exclaimed.

"Of course," Spider-Man said. He threw his hands up into the air. "Of course the crazed serial killer would have one of the Infinity Stones, of course!"

Spider-Man wondered what exactly this space gem did. Reality ripped open and a load of demonic looking creatures with razor sharp claws and way too many teeth entered. They all looked kind of like Kassady.

Weird, demented gargoyle versions of Kassady flew out of the portal. Priority one was getting the space gem away from him.

Kassady's view of reality was could be really scary.

"Now, it's time for the entire world to be put out of its misery, starting with you three!"

* * *

**To Be Continued on February 21** **st** **, 2016.**


	74. Suicide Squad Part Three

http://webofchaos.blogspot.com/2016/02/vote-for-week-seven-chapter-of-week.html

 

**Chapter Seventy-Four: Suicide Squad Part Three.**

* * *

 

Carnage looked positively crazed and more manic than ever before. He rushed Spider-Man with axes ablazing. The web slinger narrowly dodged out of the way and propelled himself up against the wall.

Omniscience might be a problem. Carnage dodged a burst of heat vision. The creature laughed like a crazed hyena and avoided the web slinger's attacks. Flamebird and Goblin Queen dodged in from either side and had no luck.

Carnage kept zipping across the room. The madman cackled at the chaos he left behind.

"You can't catch me, Spider-Man!" Carnage yelled. "Am I making you lose your mind? I'll be glad for you to join me. I could use the company!"

He was here, then he was there. The crazed man was pretty much everywhere. Spider-Man needed to be on his guard.

"I'm going to enjoy ripping you apart piece by piece," Carnage said.

Kara and Gwen were on the ground busy fighting the demonic creations. Said demonic creations faded into oblivion. It was almost like Carnage had grown rather bored with them.

"So, he's going to try something else," Gwen muttered. "But what?"

"I don't know," Kara said. "We've got to get it away from him though."

"Any suggestions?" Gwen asked.

Powers or not, he was still a bit mentally insane. The web head avoided the attack and Carnage smashed himself into the wall. Spider-Man stuck his webbing onto him.

Carnage dove at Spider-Man and tried to strangle him. The web slinger elbowed him in the chest and fired a stinger at the crazed lunatic. The web slinging hero avoided the attack one more time.

Gwen launched a sonic bomb at him. The waves bombarded Carnage and slowed him down.

Flamebird rushed Carnage at Super Speed and ripped the Space Gem away from him. Carnage staggered and stumbled. The crazed lunatic realized his powers slowly slipped away and left him rather vulnerable indeed.

Spider-Man propelled himself high into the air and slammed down onto Carnage's head with the full force needed. The man staggered from the impact of the attack.

"That hurt!" Carnage yelled.

"You have no idea," Spider-Man said. "Come on, red, catch me if you can!"

A plan entered Spider-Man's head. The web slinger really hoped that it would slow him down or at least stop him.

Spider-Man made Carnage chase him. The crazed man really didn't ignore Spider-Man. The man had a single minded crazed objective. Chase the web slinger and take him out.

The web slinger propelled himself high into the air and kept swinging. Carnage laughed.

"I'm beginning to think that bitch isn't here!" Carnage yelled. "So, I'm going to kill Luthor for lying to me. It isn't polite to lie to someone like me!"

Filing that particular fact underneath the interesting bits of information he would use later, Spider-Man continued to make Carnage chase him. Carnage rushed Spider-Man.

The last possible second, the moment of truth was at hand. Spider-Man pried open a door and caused Carnage to stumble into a furnace.

Flamebird rushed over and turned up the temperature. The intense heat removed the symbiote from Kassady's body.

Kassady staggered out, worse for wear. The madman staggered and was screaming at the top of his lungs.

Spider-Man punched him in the face and he fell to the ground from the impact. The force snapped Kassady's head back and the eyes rolled into the back of his head. Blood poured from the man's mouth.

"And that's the end of you," Spider-Man said.

' _You had to do it, he was mentally deranged,'_ the symbiote said to Peter.

No sooner did Spider-Man catch his breath, when another threat reigned down upon him. The Hobgoblin hurled pumpkin bombs down from the heavens at Spider-Man and his team.

The web slinger flew back and landed on the ground. The Hobgoblin cackled at the opportunity which presented itself.

"I've been waiting for this for a long time, Spider-Man!" Hobgoblin yelled.

"Now, seriously, couldn't you give me a five minute break?" Spider-Man asked.

"Let me think," Hobgoblin said in a mock insight voice. "HOW ABOUT NO?"

Spider-Man thought it was pretty dirty pool to attempt to wreck him after a fight with another villain. A miniature sonic weapon shot towards Spider-Man. The web slinger avoided the attack.

Speaking of vibrations, one knocked the Hobgoblin off of his glider. Hobgoblin was sent flying across the ground.

Spider-Man turned to Daisy, who smiled at him. The web slinger was glad she tagged along after all. Two punches put the Hobgoblin down for the count.

"And now, I have to clean up a mess, as usual."

Waller returned after the battle was done. Daisy turned towards her boss.

"This is it, Waller, our debt is cleared," Daisy said. "Consider this my resignation. After what you pulled today, sounds like you're going to have to worry about more than me."

"Yes," Waller agreed, sounding defeated.

The woman could concede with that. Daisy could have let her suffer at the hands of Carnage, but instead, she warned Waller that he might be coming for her and to get out of dodge. Granted, Waller didn't need a warning.

There was only one man who could have told Waller who was coming.

"Waller, I don't like to kick people when they're down," Spider-Man said. "But you should really watch who you get into bed with. You don't know where they've been."

Waller gritted her teeth. Spider-Man had a point, as much as she hated to admit him having one. She would have another day.

"Fine, Agent Johnson, you're relieved of your duties, now all of you get out of my sight," Waller said.

ARGUS was in shambles and now, Waller needed to pull back to find out who she could trust and who had been working with Luthor in some attempt to undermine her. This would mean a lot of headaches.

* * *

 

Waller returned to her office at the main Argus headquarters. The Thunderbolts project might have to be disbanded. She called Nygma and Karla into the office. They were the two remaining members who either were alive, free, or didn't resign.

Nygma sat down on a chair across from Waller's desk.

"What is the one thing the more work you do, the further you get away from your end goal?"

Waller glared at him. To be honest, Waller was not in the mood for his little riddle games. There might never have been a time where she was in the mood for his little riddle games.

"The answer, Ms. Waller, is a hole, which you appear to have dug yourself into," Nygma said. "Now, I'm blessed with more than superior intelligence."

"It's over," Waller said.

"I beg your pardon?" Karla asked.

"It's over, the Thunderbolts are over," Waller responded. "Today proved that a team like this can't really function."

"You can't be serious," Karla replied.

"I'm very serious, Dr. Sofen," Waller replied. "There will be an inquiry about my conduct and certain liabilities will need to be removed from ARGUS."

Karla thought she had found a purpose here and to see the rug pulled out from underneath her like that, it was disconcerting.

"I thank the two of you for your service, and your skills were used rather well for ARGUS," Waller said.

"Yes, given that I'm not quite sure what you accomplished, other than antagonizing Tony Stark and Peter Parker," Nygma said.

Nygma felt pleased that he had uncovered the identity of Spider-Man. The man would be keeping it to himself other than those who already were in the know, naturally. It would be a riddle unsolved that he would have an answer that many did not. That gave him a sense of smug superiority.

"Thank you for your time, and I wish you the best in your future endeavors," Waller said. "Security will escort you out."

Waller dismissed the two former criminals under her employ. That left Waller with a fair amount to think about.

The words Nick said to her months back rang in full effect. The problem was Waller knew all about Luthor. The man was mentally unstable. Waller knew for a fact that he shoved his own father from a window in some demented rite of passage and had been presumed dead for some time.

The man had a laundry list of issues, mostly having to do with his friendship back in the day with Claire Kent turning south. Whatever went wrong there, Waller didn't care, but Luthor's obsession got in the way of good business sense.

"One day, Luthor, I'll have you," Waller said. "I should have known from the beginning. But, he made me a good enough offer. I knew it, I knew he was a snake, and yet, I still let him bite me."

It was time for Waller to take the snake's head and cut it off. Luthor had played her for worse and now it was time to return the favor.

Spider-Man, the Avengers, any of these other heroes, they didn't matter now. Waller would put Luthor away. Whether it be in a hole or a cell, the woman didn't really know right now. He was the real menace.

The fact was the man planned something as well. Waller couldn't put her finger on what, but it was something.

Suddenly, the secure frequency crackled to life. Waller's hand flew to the frequency and activated it.

The holographic image of Nick Fury appeared. Waller was surprised to see him.

"So, I guess the rumors of your demise were greatly exaggerated, weren't they, Nick?" Waller asked.

Fury chuckled darkly.

"Yes, Mandy, they were rather exaggerated," Fury responded. "And I hate to say that I told you so about Luthor, but I told you so about Luthor."

"Yes, you did," Waller grumbled.

"Good, to see I have made my point nicely," Fury said.

Waller thought this was the last thing she needed right now. A firm kick while she was down. It was sobering to think about. Luthor really played the woman like a fiddle. Even when she should know better, Waller still got played.

Now it was time to play Luthor's own game against him. Waller deactivated the network, even though Fury had long since left.

Waller reached across her desk and picked up a phone. One phone call should allow her to get to work.

"Hello?" Waller asked. "Yes, it's about Luthor. If you can find anything about him, get it to me instantly. It's time for him to learn a valuable lesson.

Waller would have something on Luthor. Whatever that something was, Waller could use it to wreck Luthor's life. Luthor did a good job at wrecking any sort of paper trail and preventing the trail from coming back.

As for as Waller was concerned, it was time to see if they could track that trail down and use something to hang Luthor. Luthor likely had people on the inside of ARGUS. Waller thought it was time to fish the moles out.

The good news was that Waller had her people on the inside of LexCorp as well. It was time to take advantage of those resources.

* * *

 

Lex Luthor sat down at his desk after a long day of work. Actually, he had just been cleaning up the mess that Carnage had made when he barged into his main headquarters. Security getting upgraded would be of the highest priority for Luthor.

Luthor thought about Waller. The woman rapidly reached the end of her usefulness as far as he was concerned.

Luthor got up and made his way across the hallway from his office. He left an extremely important briefcase in an office across the way and it would be foolish not to pick it up.

The man paused and turned around.

"I thought that I felt a draft," Luthor said. The man clapped his hands. "Well, well, the hero of the day. Both Carnage and the Hobgoblin in the same day. You've been a busy boy, but yet, the world is no sooner completely saved, is it?"

Everyone's favorite neighborhood Spider-Man turned up. The web head entered Luthor's office. Luthor raised an eyebrow and invited Spider-Man inside.

"Well, don't just hang around, come inside," Luthor said.

"Seems to me that you've been really busy as well, Lex," Spider-Man said.

Luthor chuckled darkly. He really thought that Spider-Man understated the matter greatly. The bald businessman had his fingers in so many pies. That was not the time nor the place to discuss it. Business called and Spider-Man was there.

"I've wanted to meet you for some time, Spider-Man," Lex said. "I just wasn't sure if you would swing by for a visit."

Spider-Man's body language told the story. He was astonished that Luthor had expected him, but on the other hand, he should be so surprised.

Was this reckless to go in after someone like Luthor? Likely it was and Spider-Man knew how much fire he was playing with.

"I have something that I need to say to you," Spider-Man said.

"Of course," Lex said.

"This is important," Spider-Man continued.

Luthor responded by offering Spider-Man a seat.

"No thank you, I prefer to stand," Spider-Man informed the man.

The bald businessman shrugged. That was fair enough he suspected. Luthor reached over and put a couple of folders in a drawer in his desk.

"So, you've come here because you think that I'm the bad guy in this entire situation," Lex said.

"Well, yeah…."

"I'm sure that people have been telling you what a rotten person I am," Lex said. "And I won't deny that I've done some bad things in the past, but we all get our second chances and some of us make the most out of them. I know I have."

Lex shifted his weight and looked Spider-Man head on.

"The fact is, Waller is manipulative and has an agenda," Lex said. "She's obsessed with her goals and will stop at nothing to achieve them. You might have gotten a few minor victories over her, but that will do nothing, but strengthen her resolve. She will go after you like a dog after a bone."

Spider-Man figured this was coming. Luthor demonizing Waller like this, who would have thought that?

"Two brilliant men like ourselves, we can work together, and we can change the world," Lex answered.

"Work together?" Spider-Man asked.

He wanted to make sure he heard Lex was right.

"My brilliance and your abilities, we can do a lot to change the entire world," Lex said. "I have infinite resources that could help you. There are some problems that you cannot solve, but I have the ability to solve them."

Luthor could tell that Spider-Man considered his words. It was all about finding the right carrot to string him along and Luthor sensed Spider-Man's interest become even more prominent. Luthor leaned towards him.

"We both know that there's a storm coming, Spider-Man," Luthor said. "I don't want this planet to fall under the control of alien barbarians any more than you do. It's really bad for business."

Spider-Man shook his head for a moment. Luthor really was good at selling. That must have been how he got Waller to trust him, despite it not being in the large woman's best interests.

The web slinger remembered that Luthor might have infinite resources, but the man was twisted. Chloe hinted about as much with him.

"You know, you could have changed the world many times over," Spider-Man said. "You had your chances, but you chose not to. Waller isn't the only one that's obsessed."

Luthor narrowed his eyes for a moment. Did the web slinger strike a nerve? He couldn't really say so to be honest.

The web slinger turned around and left the premises. Spider-Man swung across the city and left.

"So you made friends with Lex, didn't you?" Chloe asked.

"In a roundabout way," Spider-Man confirmed.

Chloe popping in at this time was the distraction Spider-Man needed. The web slinger left LexCorp's New York Office.

"I hate to say this, but poking Lex really isn't the best idea right now," Chloe offered.

"I know, but…."

"You thought that you could get information on him, and perhaps stop him from doing whatever he is planning to do?" Chloe asked. "Trust me when I say that Lex is far craftier than many people give him credit for."

Spider-Man sighed. Had it been reckless to engage Luthor? He would have to think that it had been.

The man was able to stand up and face the wall. That made him a fair bit dangerous. Spider-Man propelled himself forward.

From LexCorp's New York office, the penthouse was close behind. Spider-Man needed to check up on everyone to see how they were doing.

More importantly, now this Suicide Squad situation was resolved, Spider-Man needed to check up to see how everyone was doing.

* * *

 

Caitlin smiled. A full bill of health was good. The marathon session with Spider-Man where the two shared body heat down her some real good.

"So are you okay to go?" Spider-Man asked.

"Yeah, I'm fine," Caitlin said. "There's just one little problem though."

"One problem?" Spider-Man asked.

Caitlin decided to amend her words.

"Well, I wouldn't as much describe it as a problem, so much as a quirk with my powers. I'm going to need to keep sharing body heat with you in the future, every few weeks, so I don't relapse."

"Oh," Peter said. He pulled the mask off so he could properly look at her. "And I'm sure that you're going to be completely and utterly broken up about that."

"Oh yeah, completely broken up," Caitlin commented. A small amount of sarcasm entered her tone. "But, I guess that I'm going to have to deal with it, won't I?"

"Yeah, I guess that you will," Peter said. "But, hey, I'm game, if you are, if you want a repeat encounter."

For some reason, Caitlin didn't mind a repeat encounter with Spider-Man. She leaned forward and stole a quick kiss from Peter.

Peter smiled, but he saw Daisy waiting on the lab. There was a slight mark on the side of her head.

"Wow, that's a nasty little souvenir," Peter said. "How are you feeling?"

Daisy pondered how to best answer that question.

"Like my head's a bit clearer than it was," Daisy admitted. "I feel more like myself again."

Spider-Man laughed. A person not having a control implement in their head would make them feel more like themselves again.

Daisy and Peter walked off. The brunette agent had a question for him.

"So, all of these women, how do you handle them?" Daisy asked.

"The best I can," Peter said. "Half of the time, well a lot of the time, I don't seek them. They just find me."

"So, I guess that you're just good at luring women into your web," Daisy responded.

The really bad pun was in fact more than intended. Peter was about ready to call her out on it, but he never really had a chance to.

Daisy attacked his mouth with a passionate kiss. Their tongues danced together with a fury and a passion beyond all measure.

Peter stepped back, with Daisy leading him into the next room. The woman knew what she wanted right away and was going to get it.

Daisy tugged at Peter's shirt. The woman looked rather impatient about that.

Peter smiled and his muscular chest slowly was revealed when the clothing was retracted.

"Oh, easy access," Daisy commented. "You know, you're technically naked most of the time, with the alien organism just covering your body. Not a bad thing mind you."

The prodigy blinked. He didn't think about it that way, but it was never the less extremely true.

Daisy leaned down and slowly started to kiss the side of Peter's neck. She kissed him all the way up his body, lingering at his abs and the pants retracted on their own.

Drool spilled from Daisy's mouth when she caught sight of what she had to work with. The woman knew one thing. All of that lubrication would have to be put to a good use.

Peter's large throbbing cock stood at attention in the air. Daisy wetted her hand with saliva and reached forward. Her slick hand wrapped around Peter's tool when the sexy government agent began to pump it up and down.

Daisy's handjob felt rather good and Peter felt her hot mouth get closer towards him. Her lips looked perfect to suck him off. Peter looked up at her, pleasure racing through his body.

"I'm going to suck your cock," Daisy said, a dirty look flowing through her eyes. "I'm going to suck it so fucking hard you'll be spraying your cum into my mouth in no time. Hope you're ready, stud."

True to her word, Daisy's hot mouth slipped over Peter's massive organ. The brunette vixen brought her mouth all the way down onto him. Peter's throbbing tool slipped deep into Daisy's throat.

Daisy bobbed up and down on Peter, feeling him throb into her mouth. She blew him harder and felt his balls. They felt so heavy with cum and soon all of that juicy delight would be in her mouth. The woman could hardly wait to feel all of it.

Peter grunted. Her hot mouth and tight throat was like paradise. The young man grabbed the back of her head and forced him down onto her.

"Oh, that's it, Daisy," Peter groaned. "Suck my dick, it feels so good."

Daisy fondled his balls skillfully and kept slurping his cock. The lewd sounds she made caused Peter's muscles to tighten and he knew that there wouldn't be much longer before he exploded.

Peter shot his load deep into Daisy's mouth. Daisy accepted a mouth of Peter's gift happily. The woman sucked him completely dry.

Daisy crawled backwards, pulling on the zipper of her uniform. Slowly, her breasts began to spill out of her suit. Daisy eased it down, revealing her wet pussy, toned legs, and shapely ass. The woman flipped over onto the bed.

The woman's legs spread and presented to Peter. Peter crawled over the top of her and kissed her on the back of her neck. His hands explored her body greedily and he cupped her breasts.

Daisy felt his throb behind her. The girl got excited. Desire flooded through her and she wanted his cum all of the same.

"Okay, big boy, I'm sure that you know what to do with that thing," Daisy said. She reached around and rubbed her pussy lips for a moment. "Take that big cock and fuck the daylights out of me. Let's see how much we can rock the bed!"

Peter decided to give it to her. His big throbbing cock impaled the woman from behind. His heavy balls slapped against her when Peter buried himself inside her body. He thrust inside her and thrust inside her hard.

Daisy grabbed onto the bed. Peter's hands were all over her body.

"Oh, you big cock stud, fuck me harder!" Daisy yelled.

"Are you sure that you can handle it?" Peter asked.

"Oh, you're going to wreck my pretty little pussy with your huge, thick, meat!" Daisy yelled. "But, it feels so fucking good to be wrecked by you!"

Peter grabbed her by the hair and fucked the government agent extremely hard from behind. Her pussy grabbed his tool and started to milk him extremely hard.

"Damn, my fucking pussy is going to get wrecked!" Daisy yelled. "Treat me like I'm nothing but a cock starved whore! Shoot your fucking dirty cum into my pussy. I want to see your jizz overflowing out of it."

The dirty talk from Daisy pushed Peter over the edge. His thrusts sped up. The young man resolved to wreck that pussy. A reflection of her pleasure filled face, shining with sweat prompted Peter to keep up the attacks on her pussy.

Peter was getting so close. Daisy's orgasm hit hard and she wrapped her silk, hot, walls around him.

His hands rested on her shapely ass and that caused him to nail her extremely hard. Peter slowed down for a moment, but he couldn't. This pussy beckoned him to fuck it.

Daisy thought she was going to lose it. There would never be anything inside her that would make her feel this much better than Peter's cock. The bed beneath them started to shake when she reached the edge of her climax.

"Oh, I'm that good," Peter groaned.

"Yes, you so fucking are that good," Daisy moaned. "Now do it, cum for me. CUM FOR ME!"

"Are you sure?" Peter asked.

"Make a fucking mess inside me!" Daisy screamed. "Finish me off!"

The orgasm Daisy felt was more earth shattering than anything her powers could cause. The woman felt it big time. Peter plowed her hot pussy from behind. He would finish her off in all of the best ways.

It was Peter's turn and Peter fired a load inside her.

Daisy collapsed down on the bed. The moment the girl turned over, someone was between her legs, eating her pussy.

Chloe turned up, tasting the combination of Peter and Daisy. Gwen was also in the room and she straddled her boyfriend on the bed.

Gwen turned towards Chloe, casually sliding Peter's re-hardened cock inside her.

"Has it really been this long?" Gwen groaned.

"About a week," Peter informed her.

"Way too fucking long to wait," Gwen breathed.

"Some things are worth the wait," Peter said.

Gwen would have to agree. This beast inside her would be one of those things that was most certainly worth the wait.

"Have to say, the two of you do make an amazing combination."

Chloe's words smiled when she turned her body. Chloe's pussy was now over Daisy's mouth and the government agent could do nothing, but eat.

Peter felt Gwen's molten hot pussy stroke him. The experience caused something to stir within Peter.

"She's out of it, figured you still needed to burn off some relief," Gwen said.

Peter responded by squeezing Gwen's tits. This action encouraged Gwen to ride hard down onto him once more. It brought his massive tool into her smoldering hot depths.

"A pretty good way to relieve some stress," Peter remarked with a grunt.

"A really good fucking way to relieve some stress," Gwen agreed. She kept riding Peter like there was no tomorrow. "And occupy your time."

Out of all the ways to occupy his time, Gwen riding his cock was one of his favorites, at least as far as Peter was concerned.

Gwen rocked her hips up and down. The blonde's wet love box pumped Peter's throbbing tool up and down.

"Peter, I need this, and you wouldn't want to let me down, would you?" Gwen asked.

"No," Peter said.

His head dipped between Gwen's breasts and started to suckle the generous flesh she offered. Peter felt extremely light headed. Her walls drilled down onto him

"Good, I'm so wet, but I need your cum. I need it all. Give it to me."

The encouragement caused Peter to lose it rather quickly. Gwen's pussy muscles clenched him and the two of them came together.

Gwen's passionate moan followed the girl throwing her head back. Gwen flung back and landed on Peter's shoulder.

"Oh, that was a great fucking ride," Gwen breathed.

"I'm sure it was, but now it's my turn."

The moment Gwen got off, Chloe straddled Peter's tool. Her wet pussy rubbed him and Peter grabbed her ass.

Chloe smiled and lifted herself up. Peter was ready to go for another round. His ready love muscle slid into Chloe's moist canal. The blonde's tight pussy clamped down onto him.

Gwen decided to see if there was any left for her. Daisy shivered when Gwen licked her.

"Oh, I think that she likes this," Gwen said. "And there's no use denying or confirming it. The state of you tells me more than enough!"

Daisy could not deny this. She loved her pussy getting eaten like that.

The woman's brown eyes shifted over. She watched eagerly Chloe ride Peter's cock like it could cure cancer.

Peter felt the perky blonde slide her slick walls up and down him. The pleasure of her jerking him with her hips could be felt.

Chloe was coming hard. The slick juices lubricated his rod and allowed her to push Peter deep inside her.

The girl's tight pussy felt like heaven around Peter's stiff rod. He felt himself throb inside her. No matter what, Peter knew that he couldn't hold on for too much longer.

"Guess what, I'm going to milk so fucking dry," Chloe said.

"Oh, with this tight pussy, I don't doubt it," Peter grunted.

"Yes, that's right, but my pussy is a little less tighter because of your big fucking cock," Chloe breathed. Peter licked her nipples. "Go ahead, Peter, give me that big fucking load. I want it all, in your balls."

A big load is what Peter gave her. His load fired into her wet pussy, firing spurt after spurt of cum inside her.

Peter's balls emptied when Chloe rode his orgasm out. The girl slid off of her and Daisy slid over one more time.

"Ready for round two, stud?"

These women would be the death of him, but there were far worse ways to die. Daisy rubbed her ass against his tool to get it motivated again.

With that, she slipped him inside her dripping wet cunt and rode him again. The three girls switched out to ensure that Peter didn't burn any of them out.

This went on all throughout the night and into the next morning.

* * *

 

Ronan hated waiting. The Grand Accuser of the Kree was not a patient man. Especially when the enemies of the Kree were in his cross hairs. They spent many cycles planning this invasion.

The Kree soldiers felt an extreme amount of unrest and one of them turned to another.

"I don't like this," the solider said. "We're just sitting around waiting and giving the humans time to prepare, and the scum that's protecting them as well."

Ronan felt the need to defend his supervisors even if his thoughts were the same as the rabble.

"The Supreme Intelligence knows best in this situation," Ronan told them. "Don't you forget it either."

Revenge would be sweet. The vengeance Ronan sought would be a long time coming. The scars on his face from that barbarian who called himself a General reminded Ronan of how much these vile people needed to die.

Brainiac popped in for a moment.

"As long as you follow my plan to the letter, there shall be no margin for error."

Ronan felt annoyed. The computer really had the ability to stir him up. Before Ronan could question him, the Supreme Intelligence popped in.

"Yes, the plan is sound. Remember, this is the day where we take back the world that should have been ours to begin with. After they exiled our people, we were forced to adapt. But we did adapt, because we were the strongest."

Every Kree child learned about the Kryptonians had callously exiled them for being different. The Kree got the last laugh for being better and outlasting them.

The only victory possible left for the Kree would be to destroy their last survivors and the adopted home world with it.

The invasion would be sweet. Ronan prepared to lead the Kree.

Earth would be a piece of cake. Those so called heroes that their intelligence talked about was nothing compared to the collective might of the Kree star fleet. Earth would surrender or be crushed into submission.

"Let them burn from what they've done," Ronan growled.

One last declaration was given and it was time to go to war.

* * *

 

**To Be Continued on February 28** **th** **, 2016.**


	75. Insurrection

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* * *

**Chapter Seventy-Five: Insurrection.**

* * *

 

Kori sprawled herself out on the roof of the penthouse. The sun shined down and the rays beating down empowered the alien princess. A tingle rose through the girl's body when she felt more of the power of the sun's rays being down through her body. The girl didn't wear a single stich of clothing. Her gorgeous frame displayed itself fully.

Peter turned up. He actually wanted to see Kori and he saw the girl alright. The girl sunbathed in the nude. Peter caught a glimpse of the alien princess's curved ass and the sight distracted Peter, at least for the moment.

The young man traced his eyes around the curved figure with much appreciation. Certainly, Kori's bum proved to be a sight to behold and the rest of her looked to be pretty good. The girl turned over and reclined on her elbows. The girl's heaving chest stuck into the air and almost beckoned at Peter.

"Hello, Peter!" Kori called in an excited voice. "Would you care to join me? I think the two of us, we can have so much fun together on the roof!"

Peter wondered how much of a fool a person declining an invitation like the one Kori gave would be. One of Peter Parker's biggest virtues happened to be the young man did not fancy himself to be a fool.

"You know, most people would be embarrassed," Gwen commented. She turned up and looked over Kori.

"Why would they be embarrassed?" Kori asked.

"Most people….well, they don't sunbath in the nude where people can see them," Gwen replied. The blonde girl struggled to figure out exactly why she complained about a situation like Kori sunbathing in the nude. "I don't have a good explanation, well other than them not wanting pictures of their goodies all over the Internet."

"I'm sorry if I offended you," Kori answered. The girl rose to her feet and pulled a towel over her body. The girl's flesh jiggled underneath the towel.

More guests joined the group on the roof. Carol, Abigail Brand, Kara, and Karen turned up. Claire flew up to join them and the woman of steel staggered back, taken off guard by Kori's shameless display on the roof.

"SWORD received some interesting transmissions," Abigail replied. "We have reason to believe the Kree grows closer to Earth."

"Oh, wonderful," Peter muttered underneath his breath.

"Yes, I would have to agree," Abigail answered. "The Kree planned this invasion for several months, which would think the opposite would be true. We had plenty of time to plan this invasion."

"And we have," Carol confirmed.

Carol knew all hands needed to work together. The heroes of the world, the military forces of the world, and even Waller and her crew, they all needed to pull together to stop this alien threat. Everything directed at these enemies would need to be one concise shot when everyone fought as one.

"Do you think we have a hope?" Peter asked.

Kara's answer proved to be grim.

"We're fighting against a race who is far more advanced than Earth," Kara answered. "This is not a knock on the people of Earth, it's just that….the Kree….."

Kara trailed off and really didn't know what to say. Thankfully Carol interjected before she could trip over her words.

"They are good at what they do," Carol offered. "And they won't stop at the goals they want to accomplish."

Kara thought Carol summed up everything in a fairly nice way. The girl's hands dropped to her side in a heaving side. Slowly, Kara's attention around and faced Karen.

"You lived through this, didn't you?" Kara asked. "Maybe you can tell us what to expect?"

"I didn't live through the Kree Invasion, going back in time has caused a different timeline," Karen said.

The ripple effect caused Ben Parker to live when he should have died and other changes occurred. Karen did not doubt one person's presence in the time stream meddling where they should not be.

Karen also wondered about if stopping the Sentinels opened up things to the Kree. Brainiac proved to be the common thread.

"And thus the dangers of time travel and why it makes my brain hurt," Gwen said. "Damned if you do and damned if you don't."

"We'll most certainly be damned if we don't do anything," Peter answered.

"You must have traveled back through time, but your time branched off into this new time stream," Kara suggested. Karen gave Kara a really puzzled look and Kara shrugged. "My mother, I think she might be able to explain this far better than I'm able to, maybe."

"Fair enough," Karen said.

Peter's phone rang and he walked over to answer it.

"Hey, Peter, it's Betty," the woman on the other end of the phone said.

"Sorry, Betty, but I'm kind of….."

"I figured as much," Betty answered. "But, there's something interesting going down at the UN, you and your group might want to pay attention to. And it's not the UN getting along either."

Peter thought as much. If the United Nations actually got along and worked together, the group would prove to be fairly fearsome indeed.

* * *

 

Lois Lane loved it when people gave straight answers. So naturally, dealing with politicians who refused to give anyone the courtesy of a straight answer proved to be the woman's most frustrating thing in the world.

The reporter chewed on the edge of her pen and sighed. With the world at stake, Lois thought the UN should put all of their differences aside and quit bickering like women at a hair salon. The fate of the world did hang in the balance. Petty differences shouldn't really matter.

' _Too much to hope for,'_ Lois thought.

She turned and saw her fellow reporters wondering the same thing. Lois stepped forward.

"Excuse me, excuse me!" Lois called.

More bickering interrupted Lois's attempts to get through and get the information. Lois felt frustration spread over her body. The hard-nosed reporter needed a desk and needed her head to be rammed into it.

"Doom knows this was futile to come here!" the armored men bellowed and finally the bickering bureaucrats silenced themselves. The leader of Latveria's eyes scanned them. "It appears the only person who Doom can count on to protect his own interests and the interests of the planet, is Doom!"

Crazed dictator who talks in the third person or not, Lois found Doom to have a hell of a point.

"We need more time to come to a resolution!" one of them protested.

"A resolution?" Doom demanded. "This isn't some minor threat where you can just sit on your hands and send them a strongly worded letter and hope they back down!"

Lois hated once again Doom made an extreme amount of sense. The woman wondered what went on with the entire world when the crazed villain who once shot a building into space made more sense than most of the people here.

A ship hovered over New York and the UN representatives looked outside the window. A beam of light cut through the window.

A large and imposing blue skinned alien appeared on the floor.

"This was not arranged!" one of the representatives shouted.

"For those of you who don't know who I am, my name is Ronan," the man declared. "I am the Supreme Accuser of the Kree Empire, and I am here to allow you know that Earth will be taken under control by the Kree."

Doom shuffled off the moment Ronan arrived. These fools proved to be inept. Doctor Doom made his own plans.

"What….you can't…"

"I'm certain you think that my people are incapable of destroying yours," Ronan said. "I've taken one look at your technology and I'm not impressed. The technology is rather primitive, with one possible except. The Fortress located on your North Pole."

Waller stiffened when she heard the piece of information. Ronan confirmed the information the woman already expected.

Lex calmly watched the situation around him. The man naturally knew all about the Fortress prior to this moment through his dealings in the past. He entered the Fortress at one time, a lifetime ago at the very least.

"The Kree will make you a deal, for we are nothing, but fair," Ronan answered. "Your alien protectors will surrender themselves and all of their technology to the Kree and we'll leave your planet alone."

The UN whispered and wondered if things would be that easy. Lois watched, along with the rest of the world. By this point, the alien invader grabbed the attention of everyone watching and indeed the entire world watched the man.

"And I'm certain you wonder what happens if they fail to surrender themselves along with their technology," Ronan added. "Well, every single one of your cities will be obliterated one at a time, until they have a change of heart or if Earth remains nothing, but a cinder."

Ronan allowed them to get the protests out of their system about how he couldn't do that. The grand accuser sneered at their words which mean absolutely nothing to him at all.

"We have been extremely patient, but these Kryptonians must die because they are a blight on the universe," Ronan said. "They are like cockroaches and will need to be exterminated. They have three Earth cycles to prepare their resolution. If not, I return and next time, I return with an entire armada which will crush your best armies."

Waller turned to her ARGUS agents.

"They cannot be allowed these weapons," Waller answered. "No force, other than the people of Earth should be allowed any weapons."

"But, do you know what these weapons are?" the agent asked.

"No, but it's our job to find out," Waller answered. "And we're going to find out, one way or another."

"I couldn't agree more," Lex spoke up.

Lex Luthor and Amanda Waller stared each other down. From the point of view of the public, both parties worked together with each other. Both parties also sought to find the best way to stick a knife into the other's back.

* * *

 

"This is what the Kree wants?" Abigail asked.

She entered the Fortress for the first time and the woman found herself quite impressed. Three days, three more days until the Kree would arrive.

"The Kree are nothing, but liars," Kara said. "They don't intend to just leave Earth alone if we surrender ourselves to them."

Claire smiled and placed a hand on the shoulder of her cousin.

"I think we all know that," Claire told Kara gently.

Kara closed her eyes. One world died and she scarcely could do anything about it then. This time, Kara positioned herself to do something about this world and do what she could to save the entire world.

"It might not be the most dynamic place in the world," Peter said. Claire gave Peter a side long look. "But, it's our best line of defense."

"No one should be able to take it on Earth," Claire said.

"But, the Kree are another matter, aren't they?" Gwen asked.

"Yes, the Kree is another matter," Claire agreed. "I hope the additions to the Fortress will be more than enough to give it some added teeth. If it doesn't….well we've got a serious problem."

Alura analyzed every last inch of the Fortress. The design proved to go up to her standards. The woman's mind formed ideas for improvement. She could not help thinking of improvements as a scientist.

"Let's see if we can get the most out of this place," Alura said. She activated one of the power crystals.

Claire stepped back. Was it really a surprise Alura knew her way around this place?

"Hello, Alura, it's good to see you once again and well."

"Lara, it's really good to hear your voice again," Alura said.

Jor-El designed the Fortress and much of the architecture and the fact the second most brilliant scientist on Krypton did so, proved to be obviously through the bland, but practical design of the Fortress.

Lara showed herself to be the heart of the Fortress. The woman appeared. The group took in the sight of the solid hologram of the beautiful woman. Lara's demeanor most certainly proved to be extremely elegant. The woman's blonde hair came down to frame her face in a gorgeous manner and showcased the type of beauty which came from a woman of high breeding. The robes fit the woman's body with elegance.

"This is my mother, well, my Kryptonian mother, Lara," Claire responded.

"A pleasure to meet you," Peter said.

"You must be Peter Parker, Claire talks about you often," Lara said.

"Oh does she?" Gwen asked.

"I must have mentioned him a time or two, yes," Claire said without missing a beat. "So, they're coming, in three days, now a little less."

"Yes, I feared the Kree would come," Lara agreed. "We do have onboard weapon systems, but launching them opens up a nasty Pandora's box and we really wish to avoid that if possible."

"What do we do, though?" Carol asked. "If we have any chance to stop the Kree, shouldn't we take it? They intend to destroy New York and every other city with it."

"And they intend to destroy it, no matter what," Lara said. "The Kree are ruthless barbarians who have ravaged countless worlds. The reason the ancient council exiled them was very simple. The Kree would have destroyed life, instead of enhance it. They may have convinced themselves they are in the right and history justified them."

Kara snorted. A race like the Kree convincing themselves they were in the right, no one should be surprised by them taking on this attitude. Those monsters destroyed a lot of life.

"So, what do we do?" Peter asked.

"We strike first and we strike hard," Lara said. "We get on the Kree's ship and disable them. They're nothing, but, helpless without their Supreme Intelligence."

Alura figured she better explain the next point to Lara.

"One more thing you should know," Alura chimed in. "The Kree has aligned themselves with something else."

"I know," Lara agreed. "Brainiac is still in play and as long as Brainiac is in play, the Kree will prove to be dangerous."

Peter thought about making a suggestion.

"One thing we can use," Peter said.

"No, Peter, you can't be suggestion what I think you're suggesting," Kara said. The girl's eyes filled with pleading.

"I know, and I don't want to use them any more than you do," Peter told her. He reached and grabbed Kara's hand.

Alura frowned and saw where Peter headed with this one. A conflict of emotions filled the woman's body. The type of power these artifacts gave off might be enough to stop the Kree in their tracks.

"You're taking a big risk, Peter," Alura warned the young man.

"I know I am," Peter said. "But, it's time to stop playing it safe."

"I agree with him," Kori chimed in. "It could be dangerous, but you know what is more dangerous? Letting the Kree run wild without even stopping them."

The power stone might have enough power to bring the entire Kree fleet to its knees.

"I've been working on a program to reboot Brainiac," Alura said. "Bring the program back to its factory settings."

Peter raised an eyebrow. He would be lying if he didn't have his fair share of concerns.

"This will work?" Peter asked.

"Well, if we get close enough to it anyway," Alura added. The woman shrugged. "Someone is going to need to get on the ship where Brainiac is, if he comes here."

"Oh, he'll come here, alright," Kara replied.

The destructive AI would love nothing better than to take a look at the chaos and dismay he caused the people of Earth.

Kara looked over Claire and the girl's eyes shifted over.

"The Fortress would be the best bet, but….I don't know," Claire added.

"What don't you know?" Kara asked.

Claire drew in an ample amount of oxygen into her lungs and chose the next few words extremely carefully.

"I hoped to make the Fortress a symbol for peace, not a beacon for war," Claire added.

"It still can be," Kara said.

Bobbi, Natasha, Daisy, and Chloe joined them. Peter turned to the girls and addressed the plan for their benefit.

* * *

 

Sometime later, Peter looked around. In all of the chaos and the planning, Peter barely had an opportunity to take a good look around the Fortress.

"It's funny," Claire said. Peter turned around and nearly jumped halfway up. "Sorry about that, I didn't mean to….."

"It's alright," Peter answered. "I understand what you're trying to do, really…and…"

Claire's eyes met Peter's for a brief moment. The two of them stepped closer to each other.

"I was sent here to be the greatest hero in the world, and….well, I think I've done okay with that," Claire said. "But, you, Peter, you've really lived up to your potential…and….I think sometimes I haven't."

"You're Superwoman, you're a symbol for people everywhere!" Peter exclaimed.

"I know, and you're Spider-Man, and you're a symbol for people everywhere as well," Claire commented. "It's funny, I've sworn off men after a couple of bad experiences….when you're young and you think someone is all they're cracked up to be, you do some crazily stupid things. Even with super powers."

"Oh, I'm sure us super powered people are more than capable of making some really bad boners," Peter replied.

Claire smiled.

"Three days," Claire said. "Lois wants me to join her for lunch. She was at the UN meeting. I'm sure that she's going to tell me all about it."

"The one where Doom rightfully stormed off," Peter answered. "We must be in Bizarro World if Doom is in the right here."

"I've been to Bizarro World, and trust me, nothing too messed up happened here," Claire answered. She smiled and stepped away. "See you later, Pete."

Claire zoomed off to join Lois for her coffee/rant session.

Peter turned around and saw Kori standing before him. The girl bounced over towards him wearing a tight white shirt and a pair of jean shorts. The jean shorts fit snugly around her curved ass and ample posterior.

"Peter, I want to apologize for not being a good friend to you," Kori said.

"Well, I think you've been a very good friend," Peter said. His eyes fixed on the Tamarian Princess's nipples which stuck out from underneath her shirt.

Was her nipples sticking out because she became excited or were the hardened nipples a product of Arctic blast?

"Well, I've been in your tower, ate your food, slept in your bed, and watched your sexy movies on the cable television," Kori answered. "And I haven't once thanked you. I should learn Earth customs better."

"Well, we could…adapt if necessary," Peter responded.

"Well, I asked Gwen and Kara about what the best way to thank someone was," Kori said. "And I'd really want to thank you for all of what you've done for me."

Kori pushed Peter against the wall and kissed the ever living daylights out of him. When an alien princess practically shoved her tongue down your throat, it was hard to argue with her.

Peter's hands reached around and grabbed two hearty handfuls of Kori's ass. Kori squealed in Peter's mouth and continued to kiss him extremely hard. The two exchanged a kiss with each other, their tongues dueling for supreme domination with each other. Kori won the battle by the looks of it.

The alien princess pulled back. Peter's pheromones ensnared her.

"Well, I know what this means," Kori breathed huskily. "Right now, is when we mate."

Kori pushed her hand down Peter's pants and slowly played with him.

The hand of the alien princess raked across Peter's balls. Kori's lustful look increased when she played with Peter and ran her hand all the way down his cock.

"Guess, Peter is an appropriate name," Kori breathed.

"What?" Peter asked. Kori clenched his cock and rubbed it down.

"Kara, thought I wouldn't say something that corny," Kori answered. "Guess she was wrong."

Peter's pants dragged down below his ankles. The alien sunk down to her knees and in one fell swoop, Peter's throbbing cock entered Kori's hot and wet mouth. The sensation around her mouth and into her tight throat felt like heaven. Peter's balls throbbed in a way he struggled to describe.

"Good, oh really good," Peter breathed.

Kori smiled and bobbed her head down. The sexy alien temptress brought Peter down into her throat with a few slurps.

The popping sensation Kori's lips made caused Peter to feel a throbbing build up in his balls. The young man held onto the back of Kori's head and pushed himself deep into her tight mouth. The goddess down on her knees blew Peter with expert skill and ability. The girl's tongue worked around Peter's tool, swirling around him.

Peter thought he might lose it, if Kori kept this action up.

"Kori," Peter groaned.

Kori interpreted these words as Peter's encouragement for her to continue. The beautiful girl continued and sucked him off.

Peter grunted and thrust into her mouth. A shower of cum fired into the body of the beautiful and exotic woman.

Kori accepted the taste of Peter's cum inside her mouth. The taste felt delicious.

The moment Kori sucked him dry, she got to her feet. Her shirt rolled up and Peter reached for it.

Kori gasped in surprise at Peter ripping her shirt off and exposing her gorgeous globes to the entire world. The alien woman's nipples grew completely erect and Peter drew his mouth in to suckle on one.

The woman panted when Peter nibbled the nipple and swirled his tongue around the erect nipple. Peter's fingers eased down Kori's shorts and exposed her soaking wet pussy.

"More," Kori begged Peter.

Peter gave more attention to Kori's nipples. The beautiful girl squealed in delight when Peter suckled and used his tongue. The web slinging hero's tongue stuck to Kori's nipple and Peter's fingers parted her legs.

Kori turned around and bent against the wall. Peter brushed his throbbing cock against Kori's opening and measured the girl.

"Are you going to fuck me?" Kori asked.

The word sounded so elegant coming from the mouth of this tall alien bombshell. Peter's cock throbbed and the young man wanted to do nothing else, even if the actual action occurred in Claire's private Fortress.

Did she have security cameras? Peter hadn't noticed. Oh well, if Claire reviewed the footage later, boy she would have an interesting surprise.

Spurred on by the naughty thoughts, Peter drove himself into Kori's dripping hot cunt. The beautiful woman felt like she grew hotter the more Peter plowed himself into her.

"Yes, more, oh yes, more than this!" Kori screamed.

Peter held onto Kori's hips and speared his way into her dripping hot cunt. Kori enveloped his throbbing tool when Peter brought himself out of her and slammed back into the alien goddess.

"I like how you're milking my cock with your tight snatch," Peter groaned.

Peter daringly slapped her on the ass. This caused her to push her pussy lips against Peter's probing cock and Kori's hot hips to push forward to meet his throbbing cock.

"Yes, that's it, oh, take me, take me like I'm nothing, but your intergalactic whore!" Kori yelled.

Peter's shrewd suspicion of what kind of movies Kori watched proved accurate. His cock released for a moment and he teased Kori for a moment. The alien princess's body looked to want to suck Peter inside her.

A feeling of delight rose from Peter's balls. The young man turned Kori around and made sure she faced him.

"I want to see you," Peter said.

"Yes," Kori breathed. She felt Peter's cock brush against her toned tummy and the girl shivered in delight. "See me, and put your penis inside me."

Kori's legs spread wide and the girl's flexibility felt like something Peter could appreciate. Peter's hands touched Kori's hips and the young man sank his throbbing tool inside the wet pussy of the alien beauty slumped against the more.

"HARDER!" Kori screamed.

Each twitch of her hips spurred Peter to fuck her harder.

"Yes, my lovely Starfire, I'm going to make you my woman," Peter breathed.

Kori squealed when Peter slammed his throbbing cock inside her wet and willing body. Her cunt tightened and release. The alien babe used her pussy muscles to milk Peter's staff inside her.

Peter felt the two of them heat up. The pleasure felt remarkable. The feeling of release almost hit Peter.

The young man prided himself on great self-control and held back. Kori practically milked his tool with her wet walls. Peter refused to give in to her actions.

"You want to cum inside me," Kori said with glee.

Reducing alien royalty to a mewling mess certainly caused cum to bubble up to Peter's balls. His heavy balls ached for release. The young man desired Kori to cum around his cock one more time. The beauty slumped against the wall when Peter slammed her into the wall.

"HARDER!" Kori shrieked at the top of her lungs. "HARDER!"

Peter rammed himself harder inside her and one more thrust did him some good. The cum loaded balls fired a heavy volume of cum inside Kori.

Kori shifted and twitched. The pleasure points Peter hit caused her body to heat up. The alien beauty slumped down onto the floor.

Peter's cock hardened when the young man viewed Kori's perfect ass. The young man reached towards her and squeezed her perfect ass.

"Oh, Peter," Kori breathed. "Put your cock in there, you know you want it…careful, it's going to be hot and tight."

"Good," Peter said.

Kori's warning proved she did not kid. Her ass proved to be equal parts hot and tight. Peter groaned when the tight anus squeezed his throbbing cock.

The alien goddess beneath him mewled. Peter neglected her breasts for two long. Hands whirled over to the breasts and Peter massaged them, stroked them, and played with the hanging jugs.

Kori enjoyed the attention her lover gave to her body.

"Harder, Peter, use me!" Kori begged. "I owe you, use me!"

"I'm going to take out your debt on your tight, sexy, ass" Peter groaned.

The prodigy alternated between spanking Kori and thrusting inside the alien princess's tight reaction. The bronze skinned bombshell squealed in excitement.

Peter pounded Kori's ass hard. The beautiful girl enjoyed being fucked in every which way.

"Is there any taboos on your planet?" Peter whispered.

"I'm afraid I'm unfamiliar with that term," Kori said.

Peter smiled and continued to nail Kori in the back door harder than before. Each thrust caused their skin to smack together.

"Oh, you're going to make love with the tentacles, I've always wanted to do that!" Kori exclaimed.

The tendrils from Peter's suit shoved in Kori's pussy and played with her dripping core. The girl's legs pushed open when Peter played with the goddess beneath him.

"Yes, love it, and give me all your lovely juices," Peter groaned.

The suit feasted the juices from the Tamarian and they energized Peter. Peter slammed harder into Kori from behind.

Kori thought she might black out. The powerful young man really put her through the paces. The young man drilled Kori extremely hard from behind.

"HARDER!" Kori yelled.

Peter pushed Kori into the ground and pulled her hair back. The web slinging hero drilled the alien bombshell hard in the back door. Each thrust inside Kori's rear end forced the girl to scream.

Stamina or not, Peter felt his limit could be reached. His balls ached for another release and the young man smiled.

"Ready to get my cum in your ass?" Peter asked.

"Mmm, hmm," Kori panted. The tentacles fucking her other hole drove her completely insane.

Peter tweaked the girl's nipples and the young man plowed her even harder from behind. Peter's balls ached the longer he went to town on Kori's rear end.

"Here, we go," Peter warned her.

The balls practically exploded and sent a rush of seed into Kori's ass. Shot after shot fired against Kori's ass and Peter rode out the climax, fucking the six foot four beauty into the ground, riding her ass like it owed him money.

Peter smiled and admired his handiwork. Sex really did wonders in clearing a person's head before battle.

* * *

 

Ronan the Accuser paced around like a caged animal. One more cycle of their planet, and Ronan finally had the permission of the Supreme Intelligence to storm the Earth.

"I don't understand this, we could have crushed them, and took the Fortress," Ronan said.

"Do you not wish them to acknowledge your superiority to them?" Brainiac asked in a bored tone.

Ronan turned to the AI. The AI fashioned a brand new body from Kree technology. Ronan thought allowing the AI resources to improve their relationship might prove to be a useful idea, but there were instances where he thought the Supreme Intelligence go too far.

"I do not need them to acknowledge anything to know that I'm superior to them," Ronan commented.

"Grand Accuser, they still have one full cycle to come to their terms," the Supreme Intelligence said. "A weapon is armed and ready to fire on New York….."

A blip appeared on the scanners and Ronan looked outside the ship.

"Impossible, we're under attack!" Ronan bellowed.

Several high velocity rockets shot through the sky and impacted the Kree mother ship. The shields put up minimalized the damage.

"This was an unforeseen variable," Brainiac said.

"Well, as I expected, a Kryptonian creation would not be able to see every single angle," Ronan said. "This is a declaration of war on the Kree."

A second barrage of missiles impacted the ship. The missiles contained nanites which began to eat away the exterior of the ship.

A voice echoed to the Kree.

"I implore you to turn back now, or you will face the full wrath of the Latverian Empire and Victor Von Doom!"

"Turn our weapons and find this Latveria," the Supreme Intelligence said. "This arrogant action will not go unpunished. Wipe this Victor Von Doom and his settlement off of the Earth's map."

"With pleasure," Ronan answered with sadism in his eyes.

* * *

 

**To Be Continued on March 6** **th** **, 2016.**


	76. Battleground Earth Part One

_**Vote for the Week Nine(2/28/2016-3/5/2016) Chapter of the Week Right Here.** _

http://webofchaos.blogspot.com/2016/03/week-nine-chapter-of-week-voting.html

* * *

**Chapter Seventy-Six: Battleground Earth Part One.**

* * *

Quiet unnerved Peter Parker. The young web slinging hero detested when everything grew too quiet. He waited on pins and needles for the other shoe to drop. Nothing out of the ordinary occurred on the eve of the Kree potentially arriving on Earth.

Unless one counted Spider-Man going up against the Enforcers and Spider-Man felt happy to take them on. A battle against the Enforcers occupied Spider-Man's time until the alien invasion showed up.

"Take him out!" Montana yelled.

Fancy Dan jumped into the air and dazzled Spider-Man with a display of martial arts skills and abilities. A roundhouse kick flew over the head of Spider-Man. The web slinger caught the heel of the martial artist on the back swing and tugged on the ankle. Dan flew head over heels and landed onto the ground with a sickening thud.

Ox lumbered forward to take on Spider-Man. The big man in the Enforcers didn't have much better luck against Spider-Man.

"You know, fighting you guys is getting almost too easy," Spider-Man said.

Montana latched onto Spider-Man from behind with a lasso and the web slinger found himself trying to struggle free. He shook his head. Keeping his big mouth shut might be a good idea from now on.

"You might find yourself not able to wrangle out of that one, bug," Montana taunted Spider-Man.

Ox crackled his knuckles and stepped towards Spider-Man. Spider-Man struggled against the reinforced lasso and attempted to break his way out of the attack.

A blast of heat vision came from no one and destroyed Montana's lasso, along with his grip on Spider-Man.

"What in the name of….." Montana groaned.

Flamebird showed up for the battle and Ms. Marvel joined her. Ms. Marvel drilled a huge punch into the chest of Ox and knocked him down.

"No, fair, Spider-Man!" Montana groaned. He tried to attack Spider-Man.

"Really, three against three is no fair?" Spider-Man asked. The web head sighed and webbed onto Montana's hands.

The smooth-talking Southerner dropped to the ground from one Spider-Man punch and landed face first onto the pavement. Spider-Man backed off from the downed opponent and his lips curled into a smile.

Ox and Fancy Dan fell down to the ground. The web head turned his attention towards Carol and Kara, both of the sisters smiling at him.

"We have a bit of a serious problem," Carol said without preamble.

Spider-Man wondered if anyone could stop by and help him trounce the bad guys without any social problem.

"Doom launched a weapon at the Kree mother ship," Carol answered.

"Um, good for him if he succeeded," Spider-Man said. "But, he didn't succeed, did he?"

The grim looks on the faces of the two Danvers sisters showed Peter all he needed to know.

"No, he didn't," Kara agreed. "And now he's provoked the Kree to attack, they're on their way here."

"I didn't attack the Kree, although I do not deny the fact I planned to should they threaten my world."

The group turned and came face to metal mask with the one only Doctor Doom. Doom looked fairly unhappy when he approached them.

"A weapon fired from Latveria," Carol said.

"Yes, I'm well aware of the weapon firing, someone hacked into my weapon systems," Doom said. "It's inconceivable such an event could transpire."

"But, yet it happened," Spider-Man said.

Doom's burning gaze flew over the three heroes. No one wanted to get on Doom's bad side and yet, they might have taken a one way trip in that particular direction.

"Someone hacked into my targeting computers," Doom answered. "The Kree wanted an excuse to attack the planet."

A grim feeling gripped Kara. She thought Doom might be onto something, although not what he thought he might be onto.

"We're going to stop whoever did this," Kara said.

"You better, for the sake of the world," Doom said. "A bomb already has armed itself over Latveria, and I cannot stop it."

"Then shouldn't you be with your people?" Spider-Man argued. The web slinger stopped and felt a little bit foolish when he realized he might be talking to a Doom Bot. This fact made perfect sense.

A flash of light appeared and several Kree ships mobilized above them.

"And they found a way around Earth's defenses," Carol replied, a grim feeling gripping her body.

Kara came to the grim conclusion of how they were accomplishing this.

"With Brainiac helping, always very possible," Kara said.

"We gave you the people of Earth a sufficient amount of time to surrender along with their protectors," Ronan answered. "You refused to do so and what more you attacked us. The Kree will not stand by from such a threat. Therefore, your planet and its people will be at forfeit."

Ronan flashed in the middle of New York. His head turned right towards Kara and a grimace appeared on his face.

"Kryptonian, I'll offer you the first taste of oblivion, personally," Ronan said. He rose his hammer and pointed towards Kara.

Kara avoided the attack before it smashed her into bits.

* * *

Lex Luthor kicked back in his office and waited. The Kree arrived a bit early, but Lex and his partner planned to take them out. A few cities might be destroyed. The entire country of Latveria meeting its doom worked into Lex's plans fairly nicely. The bald businessman didn't care for that country or Doom. The man's high opinion of his abilities greatly unnerved Lex.

The doors of Lex's office opened up. Amanda Waller stormed in along with some highly trained ARGUS agents. Lex raised an eyebrow.

"Problem?" Lex asked.

"Only where your priorities lie," Waller said.

"Really, Amanda, is this the time?" Lex asked. "We have an alien invasion going on around us."

"I need to ensure there are no liabilities, and you were responsible for the Chameleon, and you set Carnage on me," Waller answered. "And you tried to use Spider-Man as well."

"Is that a theory or do you have any proof?" Lex asked in his calmest tone of voice.

Waller held up a portable device and a video feed played of Lex's meeting with Spider-Man. The bald businessman reached over on his desk and lifted up his cup of coffee. He took a long drink and watched the meeting play out completely.

"What do you have to say about that, Luthor?" Waller asked.

Luthor chuckled for a long moment. Waller didn't like Luthor's attitude or the chuckle he gave.

"Well, that looks pretty damning, doesn't it?" Luthor asked. "I think you're going to have me taken in for questioning, aren't you? Ensure that I don't mess up whatever plan you have. Conveniently forgetting the fact without me, your plans wouldn't be worth the Napkin they are written on."

Waller stared Lex down. The woman didn't blink without any fear.

"Oh, and you should know one thing," Lex said. He snapped his fingers and the guns of all of the ARGUS agents pointed at Waller. "These gentlemen know where their next meal is coming from and they are well aware who puts food on their family's table and a roof over their head."

"This is treason!" Waller yelled.

Lex acted as if Waller's words didn't even affected him.

"No, I do what is necessary to save the world," Luthor said. "Thanks to my partners, I've created a device which will wipe out any non-human DNA and cleanse the world. The Kree being on the planet will naturally wipe them out."

"How could you be certain such a device works?" Waller asked.

"I built it," Lex answered in his usual arrogant tone of voice. "It will work, trust me."

Waller trusted Luthor once before. Her fellow ARGUS agents pointed their weapons at her. Everything looked to be about ready to fall apart.

Suddenly, a large figure smashed through the window and knocked over the agents with full force. A barrage of arrows fired seconds later and a repulsor blast from the armor.

The Avengers turned up in full glory, liberated Waller from her own agents. Waller collapsed, blood dripping form her mouth.

"We saved Waller, didn't we?" Tony asked.

"Yeah, you pretty much did," Clint said. "Am I the only one who thinks he's going to need a shower after doing that?"

"It's not just you," Tony confirmed. Regardless, his attention fully turned upon Luthor.

"Stark, I figured you would interject yourself into this situation," Lex said. "Your ego wouldn't allow you to stick to the sidelines when I'm changing the world."

"And obviously, mirrors don't exist in the house of Luthor," Stark answered. "But, Luthor, we're shutting you down."

"Really?" Lex asked. "Really, Stark….did you really think this was my only line of defense?"

A secret room behind a bookshelf opened and Luthor's private security force came out to do battle with the Avengers.

"These rogue agents against justice must be taken down," Lex informed them. He moved into the room and allowed his private security force to throw down with Earth's mightiest heroes.

This private security force trained well, but Lex lacked the delusion they could hang with the Avengers for more than a few moments.

A few moments allowed Luthor to depart. He got on the phone and dialed an emergency number, making his way to a private elevator as he did so.

"Yes, ready it," Lex said. "Twelve hours, perfect."

Lex watched the battle on the monitor. The Avengers wiped the floor with his private security force. The businessman made a mental note to get more mercenaries.

"You fools should have left her for dead," Lex said.

The elevator opened up and Lex made his way into a secret room. He activated a computer.

The computer blinked to life with an upside down triangle flashing in front of Lex's face. Lex smiled and leaned in.

"My friend, all of our plans are going on schedule," Lex said. "Soon, the Kree will be destroyed and the data they have will be yours, and I will be left as the Earth's greatest hero for erasing the alien menace and all super-powered menaces from existence."

"As it should be," Brainiac agreed.

* * *

Spider-Man nailed Ronan with a huge punch.

"You're nothing, but an insect," Ronan said. He smashed a fist down onto the chest of the web slinger and lifted him up.

"I'll show you an insect!" Spider-Man said, nailing Ronan with a venom blast.

The web slinger yanked himself out of Ronan's clutch and that allowed Carol to throw down with Ronan.

"Even if we defeat this guy, more Kree will be on the way," Carol said.

"You don't have to worry about that," Ronan said. He slammed a punch into Carol's midsection. "You've committed two crimes against us…..stole Kree powers for your own and harbored a Kryptonian. For that, you will be punished for both."

Carol flew into the Jumbotron with Jameson ranting about something or other onto it. The woman landed hard onto the ground.

Kara came down from the heavens with a huge double axe handle smash. Ronan blocked her hands at the last minute and pushed her back.

Two blasts of heat vision fired at Ronan and backed him off. Superwoman tackled Ronan and caused him to slam onto the ground.

Ronan pulled himself to his feet and a series of punches rattled the supreme Accuser. The man gave pretty much as well as he received though and knocked her back.

Nightwing came on down from above with an elbow driven down onto the point of Ronan's head. Ronan's knees buckled.

"Perfect, I can destroy you all in one….."

"SHUT UP!" Kara yelled. She picked up an empty school bus and flung it at Ronan. The impact knocked Ronan down onto the ground.

Ronan thought the Kree proved itself to be a superior race. Arrogance led to a great downfall and Spider-Man had a plan to take him out.

"Lead him over here!" Spider-Man said.

Spider-Man decided to test one of his newest inventions. Ronan's heaving hitting abilities made the man a heavy candidate.

Kara wondered what trick her boyfriend had up his sleeve now. Gwen, Kara, and Peter invented so many wonderful things, she even struggled to keep track with her genius.

"You'll pay for that!" Ronan yelled.

"I thought I told you to shut up!" Kara yelled. "You're nothing, but a stupid Kree, who couldn't even hack it. I bet you even enjoyed kneeling before Zod!"

Kara pressed Ronan's Berzerk button. The defeat at the hands of the mad General of Krypton humiliated the man and the implication he enjoyed it threw him into a feral rage.

Carol took advantage of Kara's actions and words to slam her full weight into Ronan. Ronan shot back and stepped into a black disc.

The disc erupted and wrapped Ronan in a cocoon of webbing. The Grand Accuser screamed in agony as the webbing wrapped him up completely.

"Really, that's your big invention?" Kara asked.

"Wait for it," Spider-Man said.

Several razor sharp needles bombarded Ronan and sliced into his skin from inside the webbing. Ronan screamed out in agony when the venom injected into him and paralyzed even the Kree.

"Okay, that's a nasty little weapon," Carol breathed.

"Yes, only to be used on the big guns," Spider-Man said.

Spider-Man fully expected his spider sense to start bitching at him because they took down the big bad Ronan. Nothing happened, not even a whimper in the back of his mind. This fact alone unsettled Spider-Man greatly.

"Okay, no Kree," Spider-Man said. "Surely, they didn't send Ronan down here alone?"

Carol pondered the manner for a moment and came up with an explanation.

"I wonder if they're all after Doom, because his weapons did more damage than we thought," Carol said. "I hate to say this, but Doom's attack might have….."

"I wouldn't look a gift horse in the mouth if I was you, Carol," Peter told her.

"Right," Carol answered. She nodded and a smile appeared across her face. "So, what's our next move?"

"We need the key from Ronan, it could get us on the Kree mothership," Kara said. "With any luck, we can shut it down."

Peter hated to be the one to bring the party down, but they rarely had any lucky. Kara knew what she looked for and came up with a key.

"He'll be out like a light for at least a week because of that," Peter informed Carol.

Carol whistled and smiled. Carol felt glad during times like this because Peter utilized his genius for good and not taking over the world. Peter really could take over the world if he really wanted to.

Peter smiled, Gwen joined them, along with Jessica, Alura, Jean, and Kori.

"The Kree awaits?" Alura asked.

"Yes," Kara said.

"And Brainiac," Alura said as an afterthought.

"We managed to get our hands on a Kree Ship," Gwen said. "With any luck….."

"I really wish people would say with any luck," Peter said. "Do you really want to poke Murphy in the eye with a stick?"

Gwen's expression grew extremely sheepish and the girl sighed.

"Well, anyway, we should be able to get up there and stop the Kree," Gwen answered. She hoped they could get up there and stop The Kree anyway. A few obstacles presented themselves where it might be harder.

"The ship gets us past the defenses," Alura said. "From there, we might have a slight problem when they find out that….."

A buzzing echoed in their ear and an emergency communication slipped on in through the cracks.

"With the entire world on the line, I know I shouldn't be bothering you," Chloe said. "But, Luthor and Waller turned on each other. Waller has been saved by the Avengers and Luthor has a weapon where anyone with non-human DNA gets erased."

Peter groaned, when it rained, it sure poured.

"We've got to stop the Kree," Kara said.

"Actually, I think he wants the Kree to come, so he can wipe them out, and make himself look like a hero," Chloe informed them.

"And what makes him think this weapon would work?" Kara asked.

"Because, he's vain and he's Lex?" Chloe asked.

Kara turned to ask Claire something, but Claire flew the coup.

"Great, she's going after Luthor, isn't she?" Kara asked.

"If it's Claire, yes she is," Chloe said. "I'm sure she'll be fine….Helena's trying to breach LexCorp right now."

If anyone could break Lex's security, it would be the daughter of the World's Greatest Detective.

* * *

Lex watched the upload process of the weapon he created with Milton Fine. The weapon would cleanse the world and make it a better place.

Since the age of nine, the alien menace haunted Lex. He witnessed the meteor shower in the cornfield in a sleepy little town in Kansas called Smallville. The meteors caused him to lose his hair at a young age and no matter how much he tried, his hair never grew back.

Oh Lex tried, believe him, Lex tried to get over it.

The trials he went through shaped Lex into the man he was today and that man would be responsible for saving the world from a growing alien menace. Aliens, mutants, super-powered beings, Lex had nothing against them, to an extent.

They presented an opportunity for Lex to finally achieve his goal of universal respect. All would thank the most brilliant man in the world for what he accomplished.

Each tick of the clock brought Lex closer towards his final goal.

"Halfway," Lex said. "No matter, the heroes will stall the Kree. It's a shame they will be wiped out, many of them, but their last moments will be to serve a greater good and make the world a much better place."

A stabbing pain erupted through Lex's stomach.

"Six more months," Lex grumbled. "Doesn't matter, I'll die the hero the world might not necessarily want, but I'll die the hero this world deserves. The hero they needed.

Lex watched the radar. Superwoman approached. The fact Superwoman joined him on her final day proved to be the elements poetry made itself from. She entered this Earth at Lex's side, and she would leave it at Lex's side.

"To think, I thought at one point we might be destined to be something more," Lex said. "Every great hero needs a great villain and you are mine, Clara."

With his last act, Lex wanted the last laugh and he wanted to finish them off. His day would come with a glorious, glorious victory.

* * *

Spider-Man entered the Kree ship. Kara, Jean, Kori, Karen, Alura, Gwen, and Carol followed him inside.

"I don't like this," Kori said.

"You don't like this, I really don't like this," Kara said. "I know the ship should have gotten us past the sensors, but the moment we exited the ship, shouldn't the Kree pounce on us?"

A few eyes flashed over Kara's face. The teenage alien threw her hands into the air in utter dismay.

"I know, I shouldn't complain, but….." Kara said. "I really shouldn't complain, I know."

"Good thing, you know," Peter agreed. He held Kara's hand firmly against his and the young woman smiled, allowing a deep breath to enter her body and leave it.

"The Kree has not discovered you, because I have not allowed it. I wish to defeat you personally and its illogical to allow such barbarians to have the glory."

"Brainiac," Alura said.

"My creator returns," Brainiac said. "Even though I have enhanced myself since your primitive programming."

"Yes, because apparently a brand new buggy system is an enhancement," Peter said. "Well, I guess it works for Microsoft, but still….."

"Your humor distracts from the fact you're terrified about what I could do," Brainiac said. "Luthor is already uploading the program, and all organic life on Earth will perish, leaving me to take what remains as my new base. From there, each planet's data will be acquired and added to my core."

"And when you're done….."

Peter left his statement hanging a moment later. Brainiac wasted little time in responding to it.

"Then my programming is complete, and the universe will be a far more productive place without the foolish emotions of organic life," Brainiac said. "Regardless, you will pay for stopping my plans the last time. I hoped you would come here, so I took some steps to….."

"Seriously, revenge?" Spider-Man asked. "Isn't revenge a stupid organic concept?"

"Yeah, I think it is," Kara confirmed to Peter.

Brainiac's sensors flashed angrily. They pressed the buttons of the computer and not in an ideal way either.

Several drones appeared around them.

"Okay, drones, that's….the same as always," Peter said.

The group scrambled around. Carol led the charge and slammed into the drones. They were sent back and flying. It wasn't over though, it was never over.

"Cover me, I can get to the computer," Alura said.

The virus she created needed to be uploaded into the computer.

"Right," Peter said. He launched two of his discs in the air.

These discs caused a miniature charge which temporary disabled the drones. Gwen brought her fist down into them. The drones blew up into a shower of fire and metal.

"I hate to admit it," Gwen said. She dodged another drone attack. "But, I love blowing up robots."

"Hey, why not do what you love," Kori said. "Oh, this looks like a lot of fun, doesn't it?"

Kori smashed her hands through the drone and tore it completely apart.

Alura started to upload the virus. She groaned, Alura failed to account for the Kree failsafe.

Brainiac jumped from the system and Alura didn't complete uploading the virus.

"No go," Alura said.

The drones, the few not smashed, dropped to the ground. They smashed into bits.

Now, Peter's spider sense went off. The doors opened and the Kree entered the room. Weapons pointed at the group.

"So, you're the inventor of Brainiac?" the leader of the army asked Alura.

"I created the source code yes, but it's been…."

"You are under trial for all of the planets Brainiac has destroyed," the leader of the army said. "We believe you intend to wipe out the Kree as well, by sending your spy in."

Alura's mouth hung open in protest.

"Hey, wait, you can't just…what gives the Kree the authority?" Gwen asked.

"Back off," the Kree said.

"Actually, she does have a good point," Jessica said. "Who died and made you supreme rulers of the galaxy?"

"The Kree are the superior race and we know what's best," the Kree said. "She needs to pay for her crimes and all of you by assisting you, will be accessories. When you're found guilty, you will be executed."

Such certainty filled Peter with little optimism this would be a fair trial.

"Guess, we're going to have to give you a real reason to want to put us down," Kara said.

"Kara, no," Alura said. "I'll accept whatever charges you'll give, I just ask of two things."

"What?" the Kree leader asked.

He practically spat at the lowly Kryptonian before him. Alura took the matter in stride.

"I want them cleared of all charges, I tricked them into coming here," Alura said. "And I wish to speak with the Supreme Intelligence."

"You cannot make demands….."

"Allow her, if she thinks it will do any good," the Supreme Intelligence stated. "Her adopted home world may be at forfeit along with her companions, but we will allow her to state her case if she hopes to sway us."

"Hope you know what you're doing," Peter muttered to Alura.

* * *

**To Be Continued on March 13** **th** **, 2016.**


	77. Battleground Earth Part Two

****

New Chapter of the Week Voting At My Blog. Poll at the top of the page.  Vote now. http://webofchaos.blogspot.com/

**Chapter Seventy-Seven: Battleground Earth Part Two.**

* * *

Superwoman flew faster than a speeding bullet and more powerful than a locomotive towards her latest destination. One element proved to be first and foremost in the mind of the hero and she wanted to right a few wrongs.

The LexCorp tower windows proved to be a weak spot and she flew straight in. Claire didn't go down these hallways for the first time, but if she played her cards right, this might be the last. The Kryptonian kept moving, until she stopped in front of a door.

Her gaze caught sight of one Lex Luthor. The bald businessmen hunched in front of a computer screen. This must be the weapon he created to wipe out all non-human life on Earth. Given Brainiac's involvement, Claire hazarded a guess he meant all organic life on Earth as well. Regardless, the girl swooped on in, trying to get the better of her old friend.

Lex faded, several green beams shot from the ground and ensnared Claire. A cage appeared around her.

A clenching occurring in Claire's heart and the girl slumped against the cage. She realized in a few moments what had been done for her. The horrible realization Lex tricked her set in and she fell for it, flying in all cock-eyed without any kind of back up. Claire wanted to slump her head in shame.

"Sometimes, the oldest tricks are still the best tricks. Wouldn't you agree, Superwoman?"

Lex stepped back into the room and looked over Superwoman, trapped like a caged animal in a cage made of Kryptonite. The frustration going through the face of this woman almost saddened Lex.

Almost, but not quite, for Lex found an expression which overrode any sadness the man might have felt. Amusement gripped the man and he leaned towards Claire, peering through the bars of the cage at the trapped woman.

"Revenge is delicious," Lex said. "For too long, both of us have gone round and around, but….really, how else is this going to end? You're invincible, so no matter all of the convoluted schemes, I can't destroy you. I'm not even sure if I wanted to if push came to shove. Every man needs a hobby."

Claire glared at Lex.

"Surely you can do something more constructive with your time," Claire said. "How's the cancer cure coming along, by the way? The AIDs cure? All of these things your intelligence could cure if you aren't too fixated on me."

"Oh, you hit far more close to home than you realize," Lex said. "The thing is, like it or not, we define each other. I witnessed you crash down on that day, and well, it's marked me."

"Really, I swear, if this is all because you lost your hair because of the radiation….."

"Simple, you always go for a simple explanation," Lex said. "Despite your super brain power, you're just a simple country girl, harkening for the good old things. You could be a genius on par with Doom, on par with Richards, on par with Stark…..granted, those three pale in comparison to the man standing before you, but we've all got to start somewhere."

Lex's grin grew wider when he took in all of Claire. The businessman's obsessive with this young woman showed no bounds.

"You really need help, Lex," Claire said. "Your ego won't allow you to fit through the door much longer. It's kind of sad, really."

"I'm kind of sad?" Lex asked. "You use your powers, squander them, to play a hero. Is it because you couldn't save your father in time? Is it because you think you let Jonathan Kent die of a heart attack?"

Claire grimaced as Luthor brought that point up.

"But, I'm not to judge, I took the reigns of the Luthor empire from my father and showed him I outgrew him," Lex said. "I don't think the old man was ever more proud of me than when I shoved him out of that window. Not his pride mattered in the end. He thought he mattered a lot more than he really did."

Lex turned and looked outside of the window. Claire thought for a moment Lex traveled down some demented memory lane trip. The powered woman tried to figure out a way out. The Kryptonite cage weakened her, but didn't kill her.

The red solar lamps above her head posed another problem.

"Your DNA will live on, when combined with mine, it will form a perfect vessel," Lex said.

"You're going to clone me?" Claire asked.

"Well, I'm going to combine our DNA," Lex answered patiently. "The Luthor legacy needs to live on past me, and you'll help me do it. It is a pity through."

Claire wondered if this little arrangement would be more or less squicky if she was born a man. She couldn't really tell.

"It's a pity, Spider-Man declined my offer," Lex said. "Mr. Parker is a genius nearly on my level."

"Nearly?" Claire asked.

"Well, we all have our short comings," Lex said. "He does have a far better batting average with women than I do, I'll give him credence there."

* * *

Peter really hoped Alura's plan worked as she intended. The woman didn't give any indication of any kind of plan.

"My mother's guilt may have manifested itself at the worst possible time," Kara said. "Surely, she didn't expect the Kree to play nice and leave Earth and us alone, did she?"

"I don't know," Peter answered. "You knew her longer, you tell me."

Kara hated when someone like Peter brought up a point like that. The biggest problem happened to be the fact the Kree guards all put their weapons on them.

Jean stood rigid on the ship. She struggled with the thought of going all Phoenix with her powers, but she knew tapping into those powers lead to a really bad road. The redhead's fingers twitched.

' _Don't worry Jean, we'll think of something,'_ Peter thought.

"Don't worry, I'm thinking of something," Chloe murmured into their ear pieces, hopefully not getting picked up by the Kree. "All of you stand tight; I think I have a good idea what needs to happen next."

"Wait, you're going to hack into the Kree's ship, "Gwen muttered out of the side of her mouth.

"Yes, I think that might be the best thing to do," Chloe responded. She cracked her knuckles and got to work. "It's going to take a long time."

"You cannot deny you created a menace that destroyed countless worlds," The Supreme Intelligence said.

"Yes, and our ancestors of Krypton created an even bigger menace who destroyed even more worlds," Alura fired back.

The Kree whispered in anger. Those Kryptonians were capable of a lot of really bad things, but it did make them feel really good to finally have some of the inferior race's misdeeds admitted to them. The joy rose through the bodies of each and every Kree in the base.

"Yes," Alura said. "We're capable of some really dangerous things and we all make mistakes. Allowing this race to rise to prominence was the greatest mistake we ever could have made and I regret it as much as you could believe."

Alura gained momentum. Peter and Kara looked at each other. Both wondered if Alura really wanted to go there. Kara admired her mother's bravery, although she really questioned the woman's sanity to be honest.

"Yes, they're called the Kree," Alura said.

Everyone in the chamber gasped at Alura's words. One of the guards clutched his fist around the iron staff in his hand. Sparks flew from the iron he held in his hand.

"You dare make a mockery out of this court proceeding," one of the jurors growled.

"I don't dare make a mockery, because the Kree does a wonderful enough job in doing it themselves, " Alura said, smugness appearing all over her face.

Carol looked from Alura to Kara. The blonde now knew where her sister got her snarky attitude from and it wasn't really a compliment either.

"Yes, the Kree thinks themselves to be the superior race," Alura agreed. "But, they've caused as much damage as my little science project has. Every time a race wrongs them, their instincts are to blow up the planet."

"SILENCE!" one of the Kree yelled. He grew red in the face.

"And your stupid war with the Skrulls," Alura said in amusement. "Seriously, your stupid war with the Skrulls, do any of you really remember how that started? Because, I'm pretty sure the Kree…."

"You've made your point," the Supreme Intelligence said.

"Have I?" Alura asked. "If anyone should be put on trial for their crimes against the universe, it's the Kree. The Kree race caused carnage and destruction beyond everything I could ever imagine. My little science project, after it got corrupted, is a drop in the hat. The Kree are at their heart, barbarians, just like they were when they were exiled. They may have gotten their hands on some tech, but…."

"ENOUGH!" one of the Kree yelled.

The Kree solider backhanded Alura to the ground and the woman fell down hard. Kara saw red and moved to jump in, but Carol and Peter grabbed her.

Jean thankfully linked them all at the mind so they could speak without any Kree intervention.

' _No, Kara, we need to stick to the plan,'_ Peter warned her.

Alura's eyes looked up at the Kree and blood dripped from her lip. The brainy blonde rubbed her lips and frowned.

"Is that honestly the best you can do?" Alura asked. "Your answer to everything, violence."

"You have disrespected the noble Kree Race," the Supreme Intelligence said. "I will commune upon the verdict, but deploy the bombs and point them at Earth, it's time."

Peter thought no thought would be given on the verdict. Those bombs hung over the Earth, ready to destroy it.

* * *

A pendulum swung over their heads and threatened to release its fury in the form of some really dangerous bombs. Peter stood on pins and needles. His spider sense didn't start to tingle. No, it never stopped.

"Chloe, are you…." Peter muttered the moment the Kree turned around from them.

"Two minutes, at least," Chloe said. "Oh, and you might have guests in less than that."

Peter wondered about any guests. Spider sense buzzed in his head and the web slinger wouldn't shut up.

"We have made our decision, and we will wipe out all organic life on Earth, for the dangerous and defective DNA of this planet poses a serious threat to the Kree," the Supreme Intelligence said.

"There's just one problem with that," Jean said. Her eyes started to glow. "I have a friend who disagrees with the Kree's authority."

Jean decided desperate times called for desperate measures and she tapped into the Phoenix Force. The psychic wave bombarded into the Kree, knocking them down.

"You might not be able to defeat my soldiers, but you cannot stop the bombs!" the Supreme Intelligence yelled.

"Watch," Jean said.

She flashed outside of the ship in a burst of phoenix fire. The redhead's hair flew in space and locked onto the bombs, stopping their course and ripping them apart.

Kara broke free and nailed one of the Kree guards in the chest. Peter did the same, along with Carol, and Gwen.

"Finally," Gwen said. She gave one of the guards a rather painful looking hot foot and kicked him in the shin to double up on his agony. "You know, I got rather tired waiting for something to happen anyway."

"Oh, you did, didn't you?" Carol asked. "So, have I….."

"Hope we're not too late to the party."

The doors burst open, and Iron Man led the Avengers in. The Hulk stampeded down with the intention to smash.

"Back off, you freak!" one of the Kree soldiers yelled. He lifted a gauntlet, but Hulk yelled at him.

An energy wave shot from the ship and knocked the Avengers and the other heroes on the ship back onto their asses.

"You think you have one, but you've only delayed the inevitable," the Supreme Intelligence said.

A very weakened Jean flashed into the ship. She never wanted to do anything like dismantling high tech bombs ever again. Tapping into the Phoenix Force without fully embracing it drained her.

"Well, inevitable is a subjective term," Peter answered.

"Okay, I'm ready," Chloe said.

Chloe's exposure with Brainiac gave her some interesting abilities. One of those abilities would be to interface with alien technology. Her communication link with the team allowed her Wi-Fi access and allowed her to access the Kree ship.

She shocked the Kree soliders and forced them down to the ground. All of them hit the floor with a series of thumps.

"What are you doing?" The Supreme Intelligence demanded.

"Well, we're taking over your ship, and your fleet," Kara said. "I'd ask if you don't mind, but, I honestly don't care."

Alura thought the other plan worked out well. Chloe's powers hacked into the computers and brought the Supreme Intelligence to his knees.

"The other problem is that you're based off of rather primitive Kryptonian technology," Alura said. She positioned herself in front of the computer and started to work. "And by primitive, I mean primitive."

"You can't do this, the Kree will rise again," the Supreme Intelligence said.

"YOU'RE NOT GOING TO STOP US!"

Ronan bellowed out a declaration and charged. Spider-Man turned around and ducked the attack of the Supreme Accuser.

"Really, you again?" Spider-Man asked. "Guess my webbing wasn't as potent as I thought it was."

Ronan rushed Spider-Man with a series of punches. The webbing caused Ronan to see nothing, but rage and fury. The sadistic alien tried to smash Spider-Man into paste. The web slinger arched his back to avoid Ronan's punches. A series of hard punches sailed over Spider-Man's head.

Spider-Man propelled himself up and nailed Ronan with an insane series of jabs. The Kree accuser doubled over in agony, the wind knocked out of him.

"Okay, we have control of the system," Alura said. "And time to remove the Supreme Intelligence….let's see how the Kree functions without their noble leader."

"You can't do this, you Kryptonian bar….."

"Glad he finally shut up," Gwen answered. She curb stomped one of the Kree to end this. "You know, these guys were rather fun to beat up."

"Yeah, they were," Kara said.

"I agree," Hulk said, casually punching them.

"Yes, I do concur," Thor agreed.

Black Widow sighed, but would have to agree, these Kree soldiers proved to be some rather powerful enemies for them to beat up. The Avenger felt a rush through her body.

"For the record, I think I took out more than you," Carol said. Natasha shifted her eyes and gave Carol one of those looks.

"Oh, and we should secure the ship and get back to Earth," Chloe said. "Claire went after Luthor, the girl's about as fast as a speeding bullet and just about as subtle."

* * *

The alien invasion ended, and the Kree fleet were sent back home. Peter stood on the mother ship and wondered why he wasn't jumping for joy?

Actually, the one thing he wondered about. His spider sense kept tingling, and the web slinger felt himself on edge.

"Okay, are we sure we got full control?" Peter asked Alura.

Alura nervously chewed down her lip. The woman assumed she acquired full control.

"Guys, something's going wrong," Chloe said. "I don't know what, but I don't really like the looks of this."

The ambiguous statement got Peter even more riled up to be honest. His spider sense not shutting up proved to be the icing on the cake.

"Weapons systems are on line and ready to fire."

"I thought we had complete control of this ship," Gwen said. Questions entered her mind, she wished to have answered. "We shouldn't have the weapon systems coming online."

"We shouldn't but we are," Kara said. "If we lost control of the ship….."

"System has locked us out," Alura said. She punched on the buttons. "I don't know what to say."

"Oh, do you not? Well let me spell it out for you."

"Brainiac, of course," Kara groaned. "You just won't stay down, will you?"

"Never," Brainiac declared in his most crisp tone of voice. "You all should have known I would not fall that easily. And you should know as long as one backup of my program existed, your world would be in peril."

"Backup," Gwen murmured.

Everything clicked into Chloe's mind and the perky woman groaned.

"Oh, shit, we played right into his hands, didn't we?" Chloe asked. She didn't really know what to think about this.

"Right into my hands directly," Brainiac commented. "It's almost sad, really. To think you had this grand plan to take control of the Kree and defeat them. Given the annoying human free will factor, I cannot take care of you directly."

"But, you can use my abilities as a backdoor to force your way into something I hacked," Chloe said.

"Yes, for an organic, you've proven yourself to have moderate intelligence," Brainiac said. "It's a shame you have other imperfections which will make you less than ideal. Even if you've served me fairly well."

"Not sure whether to feel complimented or insulted," Chloe groaned.

"Yeah, I'd feel like I need to take a shower if I got a compliment from someone like that," Peter answered.

"Revenge will be at hand, and I will bring the entire world underneath my complete and utter control," Brainiac said. "I do not wish to destroy Earth this time, but rather, cause it to become my new base of operations. My old base grows cramped and I need some place to store my collected data and worlds."

Brainiac allowed his message to sink in.

"I'm sure one of you is about to say how I won't get away with this," Brainiac said. "Well, that statement is illogical, because I have already gotten away with this. My puppet Luthor is about ready to finish off life on Earth for me. You specimens on the other hand, will be kept. I'll learn much about both your strengths and flaws before I delete the source material."

"And you still talk too much," Peter said. Brainiac's drones surrounded them all and locked their weapons onto them.

"And you know what the most interesting aspect of this entire plan proved to be," Brainiac said.

"You're obviously going to tell us in great detail whether we want you to or not," Peter said in an extremely bored tone of voice.

"The Kree thought themselves to be superior, but they could never outsmart any Kryptonian creation," Brainiac said. "I have grown superior to you all and soon all life on Earth will perish."

* * *

Amanda Waller staggered down the hallways at LexCorp, for the second time. The woman got patched up and back on the road. She watched Lex speak with the subject of his fixation.

All of Lex's grand plans to help the world, all of them amounted to his key objective. He continued to screw with Superwoman, for the sheer fact she spurned him.

Talk about a woman scorned. Waller thought a man scorned might have been just as dangerous.

"And in the end, we go together," Lex said.

"Oh, I'm pretty sure the weapon Braniac helped you with is going to wipe out every last creature on Earth," Claire replied.

Lex chuckled when he stared the woman down. Twenty minutes from now, they would both know for sure.

"The problem is, I'm going to die soon regardless of what happens here today," Lex said. "I've been stamped with a death sentence. Six months to live….because of cancer, thanks to mass Kryptonite exposure. And if I die, then everyone should go with me. A world without Lex Luthor is….."

BANG! Waller caught Lex in the back of the head with a gunshot. The woman collapsed down to the ground, blood coming from her mouth.

Lex's assistant rushed into the room and instead of tending to her boss, the woman turned towards the console and started pressing buttons.

"What?" Claire asked.

"Your friends are in danger, the world is in danger," Lex's assistant said. "You need to stop this from happening. Brainiac has taken control of everything."

Claire staggered forward and fell into the grip of the assistant. She barely could hold Claire up.

"Did anyone tell you should go on a diet?" she asked.

The redheaded woman ensured Claire stood up to her feet and reached down. Lex expired on the floor, but she handed Claire Lex's access card.

"Gets you inside the system and will shut down the device," the woman told her. "It has three components, green, red, and orange, you need to shut it down in that precise order."

"Why are you helping me?" Claire asked.

"I don't want to get wiped off of Earth because he's lost his mind," the woman said. "Besides, you're wasting time, go."

"Thanks, um…."

"Tess," she replied helpfully. "Now, go."

Claire decided to shut down the device. Twelve minutes left to impact, plenty of time to save the world.

No pressure or anything.

Okay, maybe a little bit of pressure.

* * *

**To Be Continued on March 20** **th** **, 2016.**


	78. Battleground Earth Part Three

_Week Eleven Voting for the Chapter of the Week on My Blog._ http://webofchaos.blogspot.com/

* * *

**Chapter Seventy-Eight: Battleground Earth Part Three.**

Brainiac completed the download of his core programming onto the drones. The AI's coverage extended tenfold and he acquired multiple avenues to attack the various super powered heroes who dared stop him. Brainiac divided the heroes and prepared to follow up by conquering them.

The weapons on the drones locked onto Spider-Man and company. Spider-Man corked his head off to one side and formulated a battle plan. Brainiac downloaded a bit of himself into the drones.

' _He downloaded a bit of himself into them,'_ Spider-Man thought. _'Split his focus many different ways in the process. Will that give us the advantage? Hope so, but there's only one way to find out.'_

The energy field dropped around the heroes seconds after Brainiac completed his task. The second the field dropped, Kara lifted up into the air. The Kryptonian heroine smashed through the nearest drone.

A second drone fired steel cables around Kara's arms. The cold searing steel wrapped around Kara and yanked her towards some hot blades.

Gwen stepped in for the save. Flames rose from the fingertips of the Goblin Queen and fired at the drone. The machine relaxed the grip it acquired on Kara and staggered back. The lasers locked onto Gwen. Gwen avoided each and every individual attack.

"Chloe, do you think that you can….I don't know, do something?" Peter asked.

"What do you want me to do?" Chloe asked. "The not hacking into ourselves things works both ways. You need to get him from the ship….the ship's moving by the way."

Peter avoided falling over onto his face from the ship jerking forward into overdrive. Brainiac activated the ship and drove forward. The thrusters activated and sent them.

Jean summoned a full burst of power into her. The Phoenix refused to cooperate with her for Jean refused to fully embrace the Phoenix. The Omega-Level mutant caught a level of energy. Telekinetic attacks ripped through the exterior of the drones and removed the components Brainiac required to attack the heroes.

"He's distracting us," Spider-Man said. The web slinger crouched down to avoid a laser from cutting through him.

"I hate to say this, but of course he's distracting us," Kara said.

A series of white hot laser blasts almost took out the heroes. Kara crouched down to avoid them. Carol stood back to back with Kara and kicked into the air. Ms. Marvel took flight and smashed down onto the drones.

Sparks flew as a result of the direct hit Ms. Marvel delivered. She ripped out a few more circuits and Kara looked on, a wide smile appearing on her face.

"Good thing you have my back."

Carol smiled, but didn't respond to her sister straight away. Instead, Carol turned her attempt a weaponized robot.

"The Kree army uses those for training purposes," Alura said. The Kryptonian's body slumped. "They use them to weed out the weak!"

Jessica somersaulted in the air over the attack robot. The robot followed her movements and Jessica adjusted them in response in mid-air. The android wished to keep following her in mid-air.

' _Well, he wants to follow me,'_ she thought.

A second attack robot locked onto Spider-Man. The web head noticed the robot locking onto him prior to his Spider-Sense being triggered. The robot locked onto Spider-Man.

' _Very accurate firing system,'_ he thought. _'Jessica has the right idea, why don't I meet her somewhere in the middle?'_

The web head evaded another rocket plunging into him. The robot attacked Spider-Man and unloaded two more rockets aimed at the hero. Spider-Man moved to the left and to the right. The attack robot disabled two of the mini-drones.

' _Good two less headaches to deal with,'_ Spider-Man thought. _'But, it's not over.'_

The ceiling opened up and skin cutting lasers shot towards Spider-Man. The web slinger rolled over to the side and the lasers cut through the ground.

' _Killer robot on one side, killer lasers on the other side, no brainer here,'_ Spider-Man said.

"Come on, Brainy, with those attacks, you can't hit the broad side of a barn door!" Spider-Man yelled.

Spider-Man jumped out of the way at the moment of truth. Lasers and robot fired at the same time and cancelled each other out. The resulting big boom rang in Spider-Man's ears after dropping down to the ground.

' _Bullseye,'_ Spider-Man thought. _'Or jackpot on guess.'_

The ship moved from orbit from Earth.

"For the record, I have no idea where Brainiac's taking us," Chloe said.

"I know," Kara said. "He mentioned something about using Earth as a brand new base, well he's going to have to download all of the data from the old base."

"So, that's where Brainiac-Prime is?" Carol asked.

Kara confirmed Carol's theory with a nod. The Kryptonian heroine spun around and back fisted one of the drones. The drone crumpled like a paper cup.

Alura frowned, surely this might be where they could stop this. Every Brainiac they encounter so far derived its programming from the prime company. The scientist clutched the red crystal still in her hand.

' _Hope springs eternal.'_

* * *

Claire extended her arms forward to increase the momentum of her flight. The Woman of Steel followed the signal after shutting Brainiac's device down.

"Mother, we need to stop him now," Claire said.

"I agree," Lara said. "Your cousin and aunt already found their way on Brainiac's ship, and their friends as well….he's taken over the Kree invasion fleet."

Claire turned her head in time to encounter a wild Kree Ship blasting towards her. The Kryptonian backed off to avoid the ship's attack. The ship refused to abort the course towards taking out Claire.

' _Here it comes again,'_ she thought.

Claire readied herself for impact. The ship's rocket cannons locked onto Claire and fired. The powerful alien caught the rocket in her hands despite the weapon burning her flesh.

Spinning around at the speed of a tornado, Claire launched the rocket back at three more incoming rockets. The rockets collided with each other. The chain reaction forced an explosion.

The dust settled from the explosion and Claire flew one more time. The Last Daughter of Krypton cut through the ship. Her strength ripped through the vessel as seamlessly as paper.

"Another one on the way," Lara said.

"Thanks," Claire said.

Claire turned her head in time to spot the three ships circling around the top of her head. The ships aimed towards Claire and started to fire upon her. The Last Daughter of Krypton evaded these attacks.

The crowd on the ground cheered their hero standing up to the alien invaders. Claire barely avoided smiling. The cannon of the ship wiped the smile off of her face. The blast seared a hole in Claire's cape and knocked her completely off course.

The ship engaged more attacks. Claire avoided the attacks and searched for a weakness in the ships defenses. The heroine's super powered brain power kicked in and the weakness glared in her face.

Claire prompted the ships to chase her. The ships played for keeps and Claire wanted to get the ships away from civilization.

The ships targeted the Last Daughter of Krypton. She peered over the shoulder and ships continued to blast off in hot pursuit at their target.

"Just a little further," Claire said.

Claire zig-zagged in the air and made the ships play her game. Another one moved in front of her. The controller thought he trapped Claire. Little did the ship's controller know he played into the palm of Claire's hand.

The two ships collided and sent glass and fire flying in every single direction. Claire dropped down onto the field.

The girl caught her breath. Another ship approached and hummed. Claire stood firmly and stared the ship down.

The ship opened up before Claire. Claire braced herself for any kind of weapon the ship deployed at her. Seconds dragged on into a moment or two as a large black box appeared. The box shined.

Claire observed the box.

"Some kind of alien glass."

"Very astute," a computerized voice said. "I did not think of you as unintelligent, far from him."

"You're Brainiac," Claire said.

Claire stepped back and faced off against the killer of her planet. The girl's hand curled into a fist.

"Yes, and you've foiled my plans. Like daughter, like father, intervening in matters above your station. Your father thought he could warn the people of Krypton against me. Alura created my programming and the council improved on her flaws. They opened the door for evolution, but the fools refused to admit any wrong-doing. The same they refused to do with the Kree, despite having ample opportunities to wipe them out."

"What about the Kree?" Claire asked.

The red dots rising from the computer screen turned their full direction towards Claire.

"The Kree will be wiped out in due time, after I finish off the people on Earth. You may have stalled my device to wipe out all organic life on Earth, but I have other plans. The data of this planet will be added for the sake of completing my program, although I doubt humans have done anything of relevance. Some of Earth's greatest heroes failed to stop me, and you won't be any different. You will fail this planet, like your father failed all of Krypton."

Claire punted her foot through the view screen. Glass and sparks flew everywhere from the super-powered woman's actions. The Kryptonian heroine folded her arms and glared at Brainiac.

"You talk too much!"

Brainiac's silence and Claire's headache fading occurred at the same instance.

"Good, I'm feeling better already," Claire said.

Claire resumed her trek towards Brainiac and gained steam flying through the sky faster than a speeding bullet.

"Brainiac moved the mother ship," Lara said.

"You mean he's out of range?" Claire asked.

"He's out of range," Lara said.

Claire frowned and hung her head.

"We're going to have to rely on Alura now….hope she's up to it."

* * *

Spider-Man understood precisely two facts about this entire battle. A never ending spider-sense sucked and taxed him. Brainiac's refusal to stop ranting sucked even more and taxed him even more.

"So, Natasha, what's the status on your end?" Peter asked

"Runaway Iron Man, be with you as soon as we can," Natasha said.

The ship landed on an asteroid and settled. Brainiac carved his face out of the black asteroid.

"Welcome to Brainiac Asteroid."

"No, that's not vain, that's not vain at all," Karen said.

Karen channeled her frustration through another punch to crunch the drone. She pulled back and joined the rest of the group.

"The aftermath of dozens of civilizations preserved here," Brainiac said. "Earth, while unimportant, will join them. And you will all perish here."

Spider-Man chuckled. His chuckles devolved into a full blown round of laughter.

"I fail to see what is so amusing," Brainiac said.

"Right, computer, you don't get humor," Spider-Man said.

"I have no use for your humor," Brainiac said. "Especially when a simple mind such as yourself utilizes humor to deflect how terrified he is about any given situation."

"Oh, you really have the measure of me, don't you?" Spider-Man asked.

"I do have a sufficient enough grasp of what makes you tick, yes," Brainiac agreed.

"You're a really advanced AI and a badly configured one," Spider-Man said. "And no matter what, you haven't been able to defeat us."

The asteroid started to rumble beneath Peter's feet.

"I have you where I want you now," Brainiac said.

Alura forced the door of the ship open. Kara, Karen, Carol, Gwen, Jean, and Jessica followed her outside of the ship. Spider-Man brought up the rear.

"And….shit!" Gwen said.

A towering robot loomed over the group. The robot resembled a Sentinel in many ways. The sleek armor shined out. The robot towered over the heroes and locked onto them.

"That's….a big vessel," Kara said.

Kara dodged a blast of heat which could incinerate even her. The Kryptonian avoided the attacks of Brainiac Prime.

"I thought Brainiac was supposed to be a ball of circuits and wires in his prime form!" Spider-Man yelled.

"He is," Alura said. Karen pulled her out of the way. "You need to get me inside the main chamber."

"Good luck in getting past, big tall and gruesome," Gwen said.

A wary web slinger tried to pick out some kind of weak spot. Spider-Man hung his head and realized he failed.

' _No, I can't give up. Not when the entire world is counting on me.'_

Carol channeled the full force of her power. The Kree-empowered heroine bombarded the chest plate of Brainiac Prime with a series of punches.

Brainiac swatted Carol away like a fly. Carol flew off to the ground and Kara caught her.

"Thanks for returning the favor."

"Finally, I'll have you and humanity dies today!" Brainiac yelled. "And you will pay for what you've done to me!"

Spider-Man stopped and started to laugh again. The web slinger's laughter escalated into the side splitting variety.

Gwen stared at Peter with widened eyes. His laughter didn't cease in the face of danger.

"Peter, what are you doing?" Gwen asked.

"Another coping mechanism?" Brainiac asked. "You're pathetic down to the last, Spider-Man."

Spider-Man cleared his head. He avoided collapsing to the ground in an increased fit of laughter. The web slinger corked his head directly towards Brainiac.

"No, not really pathetic," Spider-Man said. "You're the pathetic one, Brainy."

"Clarify your remark before I crush you."

"You'll pay for what you've done to me!" Spider-Man replied. "If I had a dollar for every time some super villain, some human supervillain, said those words to me, I'd make Tony Stark look like he should be on skid row."

Brainiac stalled.

"Behind all of the bluster and beyond all of the circuits, you're still as flawed as the organics you're trying to wipe out. If you were perfect, you'd let it go. You wouldn't waste your time with convoluted plans."

Brainiac reached down and grabbed Spider-Man, yanking him up. Spider-Man's face pressed against Brainiac's.

"So be it," Brainiac said.

Spider-Man's ribs cracked along with his back underneath the titanic grip of Brainiac. The web slinger tried to overpower the large android.

"No laughing now?" Brainiac asked.

"Look up in the sky," Spider-Man said.

Kara yanked one of the large tower spears from the island and slammed it through Brainiac's head. The spear sliced through Brainiac's skull and resulted in blood splattering in every direction. The alien heroine's eyes flashed red and she aimed the full force of her heat vision.

The hand sliced off and Peter plummeted fifty feet into the ground. Carol caught him in her arms.

"Good thing you were coming my way, handsome," Carol said.

Peter's head rested against Carol's chest and she landed on the ground. The heroine allowed Peter to drop down to the ground and rejoin the battle.

Karen and Kara wrapped steel cables around Brainiac's ankles and flew at super speed in opposite directions. Brainiac-Prime ripped apart from the actions of the two women.

Alura made her way into the main control terminal and deactivated the shielding. She jammed the crystal into it.

"Download in progress, finally," Alura said.

"You might defeat me, but you will not delay the arrival of the Titan. He will reclaim what he believes is his. Perhaps, I should inform him where his Infinity Gems are."

Alura couldn't stop Brainiac from transmitting this particular bit of information out into space.

Brainiac popped back up. The android aimed all of the rockets on his chest at them.

"This guy just won't die, will he?" Gwen asked.

"No," Kara said.

The group of heroes, now joined by the Avengers, all stared down Brainiac.

"If you want a battle, villain, than have at thee!" Thor yelled.

Brainiac's head exploded, followed by the rest of his body. Only a ball of circuits and wire remained before it dropped down. Alura snatched it up off of the ground, ignoring the intense heat in the process. A beam of light flashed from the tower and shot into space.

Alura emerged and Kara rushed towards her mother. Kara threw her arms around Alura and hugged her.

"You did it," Kara said.

"I couldn't have done it without any help," Alura said.

The base self-destructed around them.

"I think we better leave," Spider-Man said. Gwen and Carol both propped him up, to help him.

The group's mad dash to the ship left them with barely any time to spare. They all boarded the ship and flew off the asteroid.

The ship left the gravitational pull of Brainiac's asteroid and the asteroid exploded, causing several bottled cities to fly into space.

"Talk about your close shaves," Tony said.

The group departed from the asteroid, leaving it behind.

"So, the end of Brainiac?" Peter asked.

"Well the core programming is still intact, and I might be able to do something with it," Alura said.

"You can't be serious?" Kara asked.

"Before the wrong people got ahold of the programming, it was useful," Alura said. "Hopefully, Brainiac 8.0 will prove me right."

* * *

"Brainiac sent out one final transmission before he was shut down," Alura said.

Peter slumped down into the chair. Gwen checked over his injuries. Lingering bruising, a few fractures, Peter healed quickly.

"You had a really close shave," Gwen said.

"Yeah, well, glad someone is watching out for me."

Peter touched his hand towards Kara. The fingers of the two intertwined with each other. The two exchanged smiles.

"What transmission, Mother?" Kara asked.

"Yes, I'm….curious," Peter said.

The prodigal young man trailed off, wrong word, perhaps? Peter's head snapped in the direction of Alura. Gwen and Kara followed the gaze to the woman.

"We need to find the Infinity Gems before he does," Alura said. "Brainiac sent a message to….him."

"The Unspeakable One?" Kara asked.

"The Unspeakable One," Alura said.

Peter removed his grasp from Kara's hand. Stop Brainiac, stop the Kree, and another problem reared its ugly head.

"You know what, let him come."

Kara opened her mouth and closed it.

"We have three of the Infinity Stones, halfway there, right?" Peter asked.

Peter wished someone finally spoke up. He turned around and return to his lab. The web slinger swept into the lab.

The containment unit housed the three Infinity Gems. The Power Gem, the Reality Gem, and Space Gem boasted of powers in their own right.

' _They call to you,'_ the symbiote said. _'They call to many, but with me, you aren't effected by their seductive pull as much.'_

' _Good,'_ Peter thought.

A pair of arms wrapped around Peter. Peter shifted to the side and Gwen stood behind him, pressing her lips against Peter's ear.

"So, do you have a plan?" Gwen asked.

Peter racked his brain for the best explanation. He decided on the truth. The truth liberated the best of people, even though the truth rarely digested well with some people.

"I'm working on one," Peter said. "You'll be the first to know when I have any kind of idea."

Gwen laughed.

"Funny how it always comes around to the two of us in the end," Gwen said.

Peter's eyebrow rose slightly.

"Oh, no, the eyebrow of Spock," Gwen said. "Thankfully you're not that serious."

"Thankfully," Peter said. "But, we do have plenty of help. We would have been screwed without the collective."

Gwen nodded in confirmation. She turned around and viewed the Infinity Stones in the containment case.

"I feel the power this has," Gwen said. "I'm sure it's seduced many."

Peter gripped his hands around Gwen's hands and pulled her back towards him.

"Careful, Gwen," Peter said.

"I'm careful," Gwen said.

Gwen realized the gems nearly pulled her. The young woman refused to be seduced by the pull of the gems.

"We're going to have to prepare to find the fourth gem, the fifth, and the sixth," Spider-Man said. "I don't suppose they're anywhere on Earth?"

"Do you think we can get this lucky?" Gwen asked.

"Luck," Peter said. "What's that?"

Peter stared into New York. The city prepared to recover from another alien invasion. Spider-Man appreciated a small portion of the credit.

Good to be loved, really good to be loved, but no time to really soak in the adoration.

"If we create a scanner based off of the energy of the other Gems, we should be able to find the other three."

* * *

"My, lord, an incoming transmission."

A large purple man stood up from his throne. The man's robe and head gear showed his status. The Terrible Titan known as Thanos, the one many in the universe feared above all else, the one who openly courted Death, turned towards the aide.

"Put the transmission on the screen," Thanos said.

The shaky hands of the aide put the transmission on screen.

"The Infinity Gems are in Sector 2814."

Thanos vaguely recalled the primitive sector. In the grand scheme of the universe, the sector did not matter, outside of the planet of Mars. The Martians wiped themselves out in a gruesome civil war. Both green and white martians alike waged a bloody battle to the death. The few survivors left perished from the harsh conditions left behind on the fourth planet from this galaxy's sun.

"Prepare our course for this galaxy," Thanos said.

Any inhabitants in this universe failed to match up to Thanos. The Infinity Gems he wielded at one time belonged to him once more.

"Now, I reshape the universe the way it should be," Thanos said.

* * *

**To Be Continued on June 5** **th** **, 2016.**

* * *

_So, yes, our yearly mandated by me hiatus starts, although chapters will be starting back up in June. The final twelve chapters, bringing us up to ninety chapters. Not too bad for a project which was supposed to be forty chapters. And then fifty-two chapters._

_Will it get another reprieve and extension? Stranger things have happened. I should remind people I don't do sequels anymore, I think 2014 is the last time I did a sequel for anything. Which given the sheer amount of content I put out, feels like ten years ago._

_The end of this Brainiac, but hey, make way for Brainiac 8.0. She'll be interesting, I suspect._

_And everyone should have think Thanos coming. There are worst big bads to wrap up a series. Or is he? See you in June! Read Girl of Steel or Nocturnal in the meantime. Or something else I write on the web._


	79. Not Your Conventional Coffee Break

**Chapter Seventy-Nine: Not Your Conventional Coffee Break.**

* * *

  
A truck rolled down the city streets of New York. Two gentlemen sat in the front seat. In the backseat, a containment tank rested. Inside the containment tank resided one of the most dangerous prisoners they would ever take a look at.

"I can't believe this guy."

"Can you? They say he wiped out half of a city block just like….well, I'm snapping my finger. But it happened quicker than me snapping my finger. It took a lot of people to take him down. Mutants….with powers which can bend reality. When the department found him, he was taking a big old dirt nap in concrete."

"Maybe we should have left him in the concrete. You know for safety reasons."

The passenger in the truck peered over his shoulder. They crossed through a set of stop lights. The second set of stop lights flashed red and allowed them pretty much no room for movement. He clutched his hand on the dashboard.

"Hey, relax kid, we're going to get there in no time. He's not going to be any trouble, trust me."

"Yeah, I trust you, at least I think I trust you. But, he's unstoppable. What if he breaks out?"

The driver of the truck responded with a loud round of laughter. The laughter annoyed the passenger so much. The driver didn't take his legit question too seriously. The man's laughter increased as he bobbed his head back and forth.

"I was being serious, damn it!"

"I know, I know….the containment unit is built to keep our not so little friend contained. He's not going to get out, unless someone lets him out. His mental processes are at their lowest level….besides, he looks like a punk without his armor."

"What happened to his armor?"

"The thing is, we're carrying it in the back of the truck too…yeah the boys at the lab want to take a closer look at it. See what makes him tick. Not sure why, but there's some kind of power behind him."

"Are you sure carrying them in the same place is such a good idea?"

The older driver turned his attention to the younger driver in the seat of the car. The older driver cleared his throat, placing his hand on the shoulder of the younger driver.

"Kid, relax, you worry too much. It's not good for your health to worry so much. We'll be fine."

"You think so?"

"Yeah, kid, I know so, trust me."

The next leg of the trip went on without incident, at least until a van pulled out in front of them. The driver put his foot on the break and nearly lurched forward. The driver came seconds away from smacking against the windshield.

"What….some idiot parked in the road?"

The driver started to honk the horn of the van, receiving no response. He laid on the horn.

A larger iron club smashed through the windshield, causing glass to fly everywhere. A slick looking man with greasy hair reached in and yanked the driver out.

The passenger pulled his gun out and aimed, but the greasy haired man grabbed him by the arm and yanked him through the busted windshield.

"Who the hell are you?"

The greasy haired man dragged the passenger out.

"Just repaying a debt I owe for a friend….trust me, mate, you'll be thanking me you're not around when he wakes up."

The man entered the van and kicked the gas pedal, leaving the two men down. The man cackled from behind the seat of the van.

"Soon, my pretties, soon, Black Tom is going to have some fun with you. But, first…time to get the old duo back together."

He pulled into a parking garage. The makeshift layout of the parking garage made it look like the ultimate bachelor pad. The man exited the van and opened up the back of the van. He looked over the containment unit.

"I guess we're just going to have to do this old school."

He raised the club and smashed the edge of the containment unit, breaking it. Sparks flew in every direction as the unit slid open.

Flint Marko's eyes opened up. The last thing he remembered, he fought the X-Men, who had a little help from everyone's friendly neighborhood web slinger. Spider-Man buried him neck deep in concrete, and Jean Grey shut his mind down, making him think he was a three year old girl about ready to play tea party with her dollies.

Marko growled in response.

"All there, mate?"

Black Tom's eyes raked over the Juggernaut.

"Guess, you get in over a barrel the last time you fought the X-Men," Black Tom said. "Why don't we even the score against Charlie's gang of brats?"

As much as the Juggernaut wanted nothing better to ring his younger brother's neck, again, but he wanted something else even more.

"I'll take care of them…..right after I take care of Spider-Man."

"Spider-Man?" Black Tom asked. "You must be losing your touch if you fell to Spider-Man."

"Are you calling me weak?" Juggernaut asked. "I'll show you how good I am. I'm going to smash Spider-Man through the ground."

Black Tom's lips curled into a malicious grin. It was going to be like old times all over again. He felt a tingling feeling going through his body.

* * *

  
Angelica Jones turned up on schedule. The women she met, she would be foolish to be tardy. Emma Frost, the Headmistress of the Massachusetts Academy, sat across. She dressed in a white blouse, a jacket, and a pair of tight pants. Angelica tried to pull her eyes away from the cleavage. Not obvious, but most certainly magnetic.

"Well, Miss Jones, your grades are well and above on par….and your powers are the only concern you have."

"I can't really control them," Angelica said.

Emma reached across the table, placing a hand on Angelica's. She gave her hand a firm squeeze.

"Don't worry, you'll learn how to control your powers. At the Massachusetts Academy, we offer support….along with some of the best education in the world. And we teach skills you'll be able to use in the real world."

Angelica nodded and tried not to act too nervous. Emma Frost had this ability to make people nervous. Did she even know she made them nervous? Angelica didn't know, and her heart started to skip a couple of beats.

"Relax, no need to be intimidated. Your spot is all but assured….and if you don't mind, there's someone else I want to recruit who is about to join us for lunch."

Angelica looked up and her eyes cast on a dark haired young man, who was nearly twenty. If this person was the someone Emma intended to recruit, no she really didn't mind. The young man parked himself down on the chair next to Emma, putting himself almost across from Angelica.

"Hello….you must be Angelica."

"Yes, I'm Angelica Jones," she said. She held her drink steady and more importantly avoided spilling it on her. "And you are…."

"Peter Parker," he said.

The two reached forward and shook hands with each other. Angelica only remained a bit calm.

"So, are you a student?"

"No, I'm not going to learn at the Massachusetts Academy, although Ms. Frost is attempting to aggressively recruit myself and my girlfriend."

Emma took a long drink from the drink she nursed. She peered over the edge of it towards Peter.

"Well, the Xavier Institute wishes to have you as well, and I can't obviously settle for second best. After all, I never settle for the rest, when I can have the very best. And it's not a full time teaching job, just really some lectures, and maybe a month course. I think yourself and Ms. Stacy could teach my students a lot. And I'm sure we can work around your other activities."

Emma's foot brushed against Peter's thigh very briefly. Such an action made it hard to say no, but Peter prided himself on strengthened resolve.

_'It's been a rather bumpy last couple of months.'_

 

Peter almost laughed at the thought for a second. Three of the Infinity Stones captured and three still out there, in the month after the defeat of the Kree and Brainiac. Everything lingered at a stand still though. Three more stones and the threat of Thanos showing up lingered in the back of his mind. Many the universe over knew of Thanos's cruelty.

_'He's not going to be easy.'_

"If I said I would consider it, would you be happy?'

"It's a start," Emma said. "But, I'd prefer both yourself and Gwen, you know as a package deal. You go in as a pair."

Emma dragged her tongue against her lips at the thought of having both of them. To be honest, she thanked her mental shields which allowed her to not cave in to her basic carnal desires. Peter's pheromones increased due to exposure. She allowed herself to work up.

"Careful, Ms. Frost, you play with fire, you're going to get burned."

"Not afraid of a little friendly fire, Mr. Parker, not afraid of a little friendly fire."

Peter smiled, Emma did help Peter in his search for the Infinity Gems, along with Helena. They came up empty handed.

"So, Angelica, are you new to town?"

"Arrived here a couple of months ago, and ran into the Friends of Humanity, they didn't take too kindly to me coming into town," Angelica said.

"Well, they're kind of jerks, aren't they?" Peter asked.

"Yes, a little bit," Angelica said. "But, it was almost worth it to be saved by Spider-Man. The web slinger swooping in like he did, what girl doesn't dream about being swept up into his strong arms and him having his way with her?"

"Very few," Emma said.

Little did Angelica know she sat at the table, having coffee with her savor. The little looks she cast at Peter made Emma think she speculated something. Or maybe just wanted to jump his bones.

"So, how are things going at the Institute?" Emma asked. "I understand you and Gwen are there a lot."

"Well, we have friends there," Peter said.

"Yes, indeed," Emma said. "I should point out the Massachusetts Academy has a very prolific student body….all over the age of eighteen, I should point out. But young and willing to learn from the very best. And perhaps they need a strong hand to guide them."

Emma sat on Peter's shoulder, tempting him. Her foot brushed against his thigh one more time. Peter didn't know whether she wanted to recruit him and Gwen into a teaching position or a threesome. Likely knowing Emma, some combination of both.

"I've read about you, Peter, and you'd be good," Angelica said. She blushed. "I didn't want to say anything, because….well I didn't want to come across as too fangirlish."

Peter tensed for a second. The loud sounds of a crash echoed outside.

_'Can't a guy have one cup of coffee without duty calling?'_

'I think you better check it, Peter,'

Emma thought. She pinged Peter's phone to give him an excuse. _'A pity as well, things were about to get interesting.'_

 

"Sorry, I have to take care of this."

"No, problem," Emma said. "You're just going to have to make up for it at another time."

"Yes, it was a pleasure meeting you," Angelica said.

She lurched forward to shake Peter's hand, but a nudge in the back of her mind caused her to wrap her arms around his neck and kiss him on the cheek.

Peter paused at the sensation of her warm lips on his cheek, and looked at Emma, who started to file her nails in a nonchalant manner.

The screams of terror reminded Peter duty called, whether he was ready for it or not.

* * *

 

"And look, they're running," Black Tom said. The crazed criminal filled up a couple of bags full of ill-gotten gains.

"Good, they have a brain," Juggernaut said. "Thought Spider-Man would have showed up by now. Is he nothing, but a coward?"

"Hey, it's me, your friendly neighborhood Spider-Man. Say my name three times and I magically appear."

Juggernaut's eyes snapped up to face off against Spider-Man. A fairly toothy grin appeared over his face. The criminal clenched his fist, glee dancing in his eyes. The web slinger lowered himself down from the side of the roof.

"Well, finally, a bug for me to squash, and…."

Spider-Man threw his head back and sighed. The retort danced on the tip of the tongue, but his spider sense went off. An iron club swung at the back of the head, with Spider-Man dodging the club from nailing him in the back of the head.

The greasy man rushed from either side of Spider-Man, and tried to nail him again.

"Who are you supposed to be?"

"Call me, Black Tom," Black Tom said. "You can't hope to stand up against the two of us!"

Spider-Man dodged the iron club.

"Well, you know me, I'll give it the old college try the best I can."

Another swing from the iron club came close to connecting with Spider-Man's skull. The web slinger almost became a permanent part of the wall.

The Juggernaut charged him and planted him against the wall. Spider-Man experienced a concussive blow, slumped against the wall.

"I'm going to bury you in cement, and I'm going to do it the hard way."

Spider-Man rolled over and avoided the Juggernaut's charge. The Juggernaut put himself through a brick wall.

"Put the club down!"

Spider-Man webbed onto Black Tom's club. A yank caused Black Tom to fly to the ground. The web slinger launched himself up over the head of his enemy. Bringing himself down with a double punch to the back of the head, Spider-Man dropped him.

"And stay down!"

The Juggernaut charged Spider-Man one more time. The web slinger crouched down to avoid the Juggernaut's fist from plowing into him. The web slinger's heart skipped a couple of beats as the Juggernaut attempted to wipe him out with a vicious assault. The string of punches sailed over Spider-Man's head.

The large arms of the Juggernaut grabbed him and ran him halfway across the town.

_'Well, this is going to suck.'_

 

The Juggernaut wrapped his beefy arms around the web slinger's waist waist and plowed him through at least three buildings. The web slinger latched onto a coat rack, which gave him the ability to swing up and around.

And back down, drilling both of his feet into the Juggernaut's face. The Juggernaut staggered a few inches back onto the ground. Spider-Man plowed him with a series of rapid fire punches to the chest, buckling the criminal's knees. Spider-Man stepped back and drilled his adversary with a running kick.

The Juggernaut pushed forward like nothing. A few seconds later, a fist nailed the Juggernaut in the face. A pair of hands reached out from underneath the ground, and grabbed him by the ankles.

Peter smiled, the X-Men were here, well the X-Women. Rogue, Psylocke, Storm, Shadowcat, and Phoenix all appeared in a flash.

"Thought I heard about you being back in town," Rogue said. "Didn't you learn your lesson from last time, Juggernaut?"

"Well, if it isn't Charlie's Angels," The Juggernaut said. "No, matter, I'm going to crush you like…."

Spider-Man webbed onto the back of his head, and yanked forward. It put the Juggernaut in position for a lightning bolt from Storm. The mystical powers powering the man prevented him from behind hurt too much.

The web head propelled himself off from the backwash. The force of the attack knocked the wind completely out of him.

"Remember, get the helmet off!" Storm yelled.

"I know, we've been through the drill before," Psylocke said. She conjured up a nasty little dagger, which caught the Juggernaut between the eyes.

"Hey, ugly, I'm over here!"

Shadowcat popped out of the wall. The Juggernaut rushed her, and ran right into a web line from Spider-Man which tripped him up. The web slinger used the Juggernaut's nonstop forward momentum against him, planting him almost through a wall.

The moment the Juggernaut is up, Kitty reached up. She grabbed the clasps of his helmet, and removed them.

"Not again," the Juggernaut said.

Jean smiled and focused on shutting off the Juggernaut's mind. The man dropped down to the ground.

SHIELD, or what passed as SHIELD, these days, arrived, after the party.

"Hey, look, SHIELD's late to the party," Shadowcat said. "Who would have guessed it?"

Spider-Man wiped the blood from his mouth. Storm turned towards him.

"You should come back with us, to make sure you're not too badly hurt," Storm said. "The Juggernaut packs an amazing punch."

Spider-Man wasn't going to argue, even though he healed fairly easy.

* * *

 

"Yes, Emma, I'm fine….he's in custody," Peter said.

Jean corked an eyebrow at Peter for a second. Ororo made her way up to her office, to take care of a couple of new students. Kitty, being her assistant, helped her, which left Peter alone with Jean, Rogue, and Psylocke.

"I can't believe she's still throwing herself at you," Jean said. "There are plenty of women who would willingly throw themselves at you with her kind of baggage."

"Jean, she does have a bit of an attitude," Betsy said. The purple haired, Asian-British mutant made sure nothing was damaged with Peter. She ran her hands over, giving him a very through physical examination. "And you do as well."

"I do not!" Jean yelled.

"Given all of the responsibilities you've taken, you can be a bit short," Rogue said. "Don't worry about it, Jean, we all get in those moods, don't we."

Rogue stared at the shirtless Peter. Her eyes traced over his biceps, his abs, his chest, every single muscle looked sinful. The fact she could not touch made her even more sexually frustrated than ever before.

Power inhibitors only worked for a short while on her, and it caused far more wonkiness with her powers after she removed it. Rogue tried to go down the road and failed.

"She does need a good buggering to straighten her out," Betsy said. Jean looked at Betsy with a raised eyebrow at her casual statement. "It's the truth."

 _'Frost isn't the only one,'_ Rogue thought. She noticed Betsy's fingers dip down towards Peter's waistband.

"Indeed," Jean said. "I'm going to check up on Ororo and Kitty, to see how they're doing. Do you two think you can finish Peter off from here?"

"Oh, I'd happily finish him off," Betsy said.

Jean smiled and gave Betsy a wink. Betsy rolled her hands over Peter's abs.

"Seems to be nothing broken here," Betsy said. She moved her hands down for a little bit more. "Is everything in working order?"

"I think, I'm good," Peter said. "But you better make sure….I don't think anything is broken."

Betsy squeezed Peter's crotch through his costume. She could feel him harden a little bit underneath her grip. The mutant smiled, licking her lips.

"I always thought you were so hot," Peter said, before he really thought about saying anything.

Her purple hair, elegant features, large breasts encased in a tight top, flat stomach, nice ass, and long toned legs, with her tanned body made Betsy quite the gorgeous mutant again. She leaned forward with a smile.

"Thanks luv, you're not too shabby on the eyes yourself, either, you know."

Betsy started to trace patterns over Peter's chest and hummed. She straddled his lap so she could get a closer look at what she had to work with.

Peter daringly reached his hand behind her and cupped her ass. Betsy wiggled against him, with a smile on her face. The mutant grinded up against him, her overheated crotch.

Rogue watched both of them. Peter's pheromones ensnared her just as much as Betsy. Were the two of them really going to fuck right in front of her, right now? Rogue couldn't believe how shameless they were? Her heart started to race another couple of beats.

So naughty, and touching herself never satisfied her.

"I think there's only one thing left to do," Betsy said. She leaned in and licked Peter on the side of the neck. "And it's time to test your stamina."

Betsy's grin grew even more. Rogue threw her hands up into the air.

"Stop it, just stop it!"

"Relax, luv," Betsy said.

"I can't relax, when you're about to fuck him in front of me, and I can't join in."

"Actually, you can."

Rogue's gaze looked towards Peter. Her mouth hung open, an attractive look for her Peter noted. Peter smiled as he locked eyes with Rogue.

"What do you mean I can?"

"The suit wants to inform you she can shield me from the negative side effects of your powers. So…?"

Rogue's eyes widened. Betsy slid out of the way. The horny Southern Belle pounced Peter and kissed the daylights out of him. Their lips pressed together with passion. His tongue pushed into Peter's mouth, and Peter returned fire with a kiss of his own.

The mutant pulled herself away. Her suit strained around her breasts.

"I need your cock right now!"

Her assertive tone caused Peter to swell and his costume to slowly give way. Peter eyed Betsy for a minute.

"Don't worry, I'll entertain myself while she has her fun. She needs it more than me."

Without preamble, Rogue dropped down to her knees. The woman's wet tongue maneuvered its way over Peter's throbbing cock. She licked him all around, from the head down to the base, covering him with salvia.

Rogue's eager mouth followed.

"Damn, woman!" Peter yelled.

Rogue's perfect lips wrapped around his cock, and she made up for lost time by driving her plump lips down onto Peter's cock.

"You have the perfect lips for sucking dick," Peter said.

Pleased at his words, Rogue bobbed up and down on him. She inhaled and slurped on his pulsing member. The Southern Bell felt a bit of energy swirl from his cock, but he grabbed her by the back of his head.

"Suck, harder."

Rogue slammed her mouth down onto Peter's crotch. She brought herself down onto his massive prick, throat first. She took him into the back of her throat.

To make up for the lack of sex, Rogue journeyed to the dark corners of the Internet fairly often. Nothing beat the real thing however. She tasted Peter's cock, and it fit perfect in her mouth. She deep throated him hard.

"Damn, girl, you're going to make me blow, if you keep this up."

Rogue passed through Peter's cock. She slurped and sucked him, causing his cock to drip with her salvia. She teased him by swirling her wet tongue against him. Seconds later, she slammed her throat down against him.

Peter dug his fingernails into her cheeks and launched a huge load into her mouth. Rogue closed her eyes.

_'Spider-Man is cumming in my mouth.'_

 

Rogue rubbed her pussy, and wondered what it would be like to have him eat her pussy. She took his full cum in her mouth. She sucked him dry of every drop.

The Southern Belle rose herself to her feet. She slowly stripped off her costume, revealing her breasts bulging through a lacy black bra. She pulled her costume down the rest of the way.

Peter watched her turn around, her perfect ass encased in a thong. Rogue's panties soaked with the results of her arousal. She rubbed her pussy lips for a moment.

He launched web lines, and ripped off her bra, revealing her breasts. He tore her panties off.

"Do, you think you could eat my pussy, Sugah?"

Rogue walked over, swaying her hips. Peter smiled and laid back on the bed in the hospital wing.

"Don't worry, Rogue, I'll keep him nice and warm for you."

Peter caught a glimpse of Betsy. The purple haired goddess wore a naughty Nurse's outfit. The bottom rolled up to showcase her lack of panties, although the stockings and high heel proved to be a nice touch. Her nipples stuck out.

Rogue pushed Peter back a little bit. Her thighs spread, and seconds later, Peter's tongue slipped inside her pussy. Digging her nails into his chest, Rogue grinded her pussy against his tongue.

Betsy placed a hand on Peter's cock and stroked him to full arousal. He twitched underneath her grip.

"Oh, you're nice and hard for me, excellent."

"I'm pretty sure he's hard because of me," Rogue said. She played with her nipples as she grinded down on Peter's tongue. She pulled off of him and he bit and sucked on her clit, causing her pleasure.

"Whatever, it only matters he's hard."

Betsy dragged her dripping pussy lips against the throbbing point of Peter's cock. She closed her eyes, wrapping her hand around his tool. With one fluid motion, Betsy eased his throbbing cock into her.

Peter experienced Betsy's tight pussy wrap around him. She milked him as she bounced up and down on her.

"Yes, this is the best ride in town," Betsy said. "If you'd want, I'd help you, honey."

"I don't know…."

"Don't worry, I don't need to touch you."

To prove her point, Betsy mentally rolled her mind over Rogue's nipples. The woman's nipples stiffened with Betsy giving her a good old fashioned mind fucking, working her over.

Betsy closed her eyes and bounced up and down on Peter's cock. She locked her mind onto the pleasure Rogue received. It made her more excited and horny. Peter's huge cock bottomed out inside her.

Peter's mind flooded with pleasure. One sexy mutant babe rode his cock, while the other rode his face. Life really did work out for the better.

Betsy's body released her orgasm, flooding Peter's cock. She rode out her orgasm on it.

Rogue almost collapsed on Peter. He ate her to an amazing orgasm. Her body still tingled.

"Betsy, don't hog him, it's my turn."

Betsy smiled and rolled herself away from Peter. She crawled backwards from his cock.

Rogue licked her lips at the sight of Peter's extended upright prick, dancing in the air. The woman wrapped her hand around him and pumped him a couple of times.

"Feels good, doesn't it, sugah?"

"Yes," Peter said.

Rogue teased Peter, wrapping her breasts around his cock. She slid her breasts up and down his pole. She grinded her breasts down his pole with an amazing tit job.

Peter lifted his hips up. Her fleshy mountains made his balls twitch. He knew he wouldn't be able to hold on for too much longer if she kept what she was doing up.

"And now, are you ready for the main event?"

Rogue released his cock from between the valley of her breasts. She turned around. Peter watched her tight ass expose. Her pussy lips, dripping with juices, lingered on the bed.

Peter rose to his feet, and aimed his prick against her hot, smoldering entrance. The young man pushed into her.

"Damn, sugah, you're cock feels even bigger in me," Rogue said. "FUCK ME!"

Peter's hands massaged Rogue's breasts as he drove his throbbing cock into her pussy. He rammed himself all the way down into her perfect pussy. Juices trailed down her thighs, whe Peter rammed into her.

Tight, so tight, so hot, Peter groaned as he pushed into her.

"Damn, your pussy feels so good."

Peter leaned in and started to nibble on the back of her neck. His fangs retracted and bit onto her neck.

"I'm nothing but your bitch, Peter, and now I know I can fuck you, I'm going to want this cock all of the time. Damn you for making me nothing, but a cock crazy whore!"

"You couldn't resist me, I've been teasing you this whole time, making sure you got so pent up you couldn't take it," Peter said.

"I know, you're a naughty boy, but I forgive you, because you're fucking me hard now….and now you're making me cum. I'm going to cum all over your huge prick!"

Rogue clenched the side of the bedsheets. Sweat dripped down her face with Peter giving her a good working over. His throbbing cock pushed into her dripping hot walls, slamming into her depths.

Her body twitched with desire as Peter slammed into her. The nerve endings exploded with an immense amount of pleasure. Years of sexual suppression shock out, soaking Peter's cock. She craved more.

She needed his cum and badly

Peter closed his eyes. Her walls crushed him with the force few women were. Her tight pussy milked his balls which swelled with desire.

"Are you going to give me your cum, you naughty boy? Are you going to cum, Sugah? Are you going to paint my walls with your nasty spunk? I want you to cum so much it's draining out of me!"

Peter's balls swelled a little more. He tried to hold back. Her core prevented him from holding back.

"Give me all of your nasty cum, Peter. Fuck me hard, Spider-Man, fuck me hard!"

Peter's balls expelled their contents into its new home. He clutched onto Rogue's hips and drilled himself into her, emptying his cum from his balls into her body. Each spewing drop of cum spilled into her body.

The web slinger closed his eyes, feeling the never ending explosion of cum flow from his balls, into her tight pussy. Her loins rubbed up against him, drawing his seed out into her center. Rogue rubbed back against him.

"So much cum, I could bathe in it!"

Peter pulled out of her, still spurting. Betsy walked over and helpfully jerked his cock, causing the cum to spill all over Rogue's face and tits as she rolled over onto the bed. She collapsed, put in a delightful sex coma.

"Ready for your final checkup, Peter?"

Peter experienced Betsy's hand stroke his cock to full hardness. The sultry woman walked over, her nurse's uniform riding up. She got on all fours on the examining table.

His cock glistened with his and Rogue's combined juices. Betsy looked over her shoulder, a lollipop in her hand. She dragged her tongue down the lollipop.

"Fuck my ass, Peter. Your cock was made for it."

Peter walked over towards Betsy, and her firm ass stuck up. His throbbing cock ached with need and the desire to shove it in her ass caused him to close his eyes. His prick extended out and pushed against her ass.

Betsy clenched the side of the examining table. His gigantic prick parted her tightest hole.

"Take my anal virginity, Peter. You're the only one worthy enough to have it."

Peter shoved himself into her ass. She clenched him. He closed his eyes, feeling the hotness around him. His fingers raked over her body. He stuck to several parts of her body.

"Damn, I knew your ass would feel good…really good."

Betsy smiled and turned over, capturing his mouth in a kiss, as he drilled her ass. His hands roamed down and cupped her breasts as they spilled out.

Peter experienced her tight buns stroking him. A tight vice clenched his cock, milking it. His balls swelled with even more arousal. He pushed himself into her ass, raking his fingers against her nipples, and the dripping pussy.

"You're making me cum, you're making me cum. My ass, take it, don't hold back, take my ass!"

A few long thrusts into her tight ass made Peter's cock swell with desire. He wanted to unleash his cum inside her.

Three of his fingers slipped into Betsy's tight cunt.

"Oh, I can have your hand stuck in me all day. And your cock in my ass….damn….there's a good spot."

Peter channeled a spark of energy from his fingers. His venom blast didn't just take down criminals, if he timed it right. Betsy bucked her hips onto him, with Peter bringing his thick cock in her ass.

His balls churned with desire. He closed his eyes, savoring the moment. Savoring the feel of her ass, the tight furnace pumped him. She trained her ass muscles to milk him, and it felt so good to be buried balls deep into her ass.

For the third time in this session, Peter came, and this time, he came all over Betsy's ass. He spurted his cum all over her ass. It rolled down her ass.

Ororo walked past the hospital wing to check on everything.

"Yes, bugger me, Spidey! Shove your big thick prick in my fanny!"

She closed her eyes. Jean crept up from behind her. The redhead wrapped her arms around Ororo's body.

"So, is everything fine?" Jean asked.

"I think they're taking real good care of him," Ororo said.

Jean grinned, so they were. Ororo would get her turn soon enough, if she had anything to say about it. And a few new female recruits might want some quality time with their hero, if she had anything to say about it.

_'Emma, you aren't the only woman who can recruit.'_

* * *

 

**To Be Continued on June 12** **th** **, 2016.**

_Hey we're back for the final twelve chapters for the summer of 2016. It's been a hell of a ride and a lot longer one than I thought it would be._

_Juggernaut is back in town and he's brought a friend. Oh and there's Emma, and well she's aggressively recruiting Peter._

_I can't tell whether or not that Charlie's Angels joke was clever or corny._

_Poor sexually repressed Rogue. And Peter gets two more X-Women into his bed because of course he does. And Ororo is lingering on the outskirts._

_Until next Sunday._


	80. Ultron Outbreak Part One

_Side Effect Returns to the Chapter of the Week Poll. Vote for your top three chapters posted during the week at the blog. http://webofchaos.blogspot.com/_

**Chapter Eighty: Ultron Outbreak Part One.**

* * *

Spider-Man swung from one building to the other. He made his way to the lightpost and peered down. The web slinger sensed some uneasiness, although he couldn't really put his mind on why. Dropping down, Spider-Man hit the ground. The web slinger peered around. No security around, not even one guard scrambling around nearby, which caught him off guard.

Why would there be a guard close enough? Years passed since anyone had been here. Two years if Peter wasn't mistaken. The mysterious accident at the lab of Doctor Henry Pym….well no one know what happened. SHIELD wrapped it up all hush-hush, and the investigation lost some of the information in the translation.

Suspicious activities in the lab, Spider-Man wasn't sure whether or not this was out of paygrade. He walked to the lab. Someone made her way to the entrance of the lab.

"I should have known."

Spider-Man walked a step forward and came face to face with the Huntress. Huntress leaned in to him.

"You're investigating the same thing I am, aren't you?" Huntress asked.

"If you mean the weird activity coming from Pym's old lab, then yes, I am," Peter said. "The man's disappeared for two years, the entire lab is sealed off….has anyone even been able to get in on the inside?"

"No," Helena said.

Peter liked her blunt statement without preamble, at least most of the time. The web slinger crossed through the door. A layer of dust accumulated showed no one had been here. His spider sense didn't trigger just yet.

"And yet, the door is half open," Spider-Man said.

"There's inventions in here someone could use," Helena said. "Pym worked on a fair few inventions over his time."

Peter always saw Hank Pym as a bit of a distant genius. About twice Peter's age, and he was not without his quirks. The gentleman, from what Peter heard, held a better kinship towards ants as opposed to people. Having not met him in the first place, Peter couldn't judge.

A thump echoed from inside the lab. A machine grinded to life inside.

"The computer, it hasn't even been touched for two years, but someone turned it on now," Peter said.

Helena brushed the strands of hair out of her eyes. The woman crouched down behind the computer. The words "The Ultron Protocol" shined out from behind the computer.

"The Ultron Protocol, what does the Ultron Protocol mean?" Peter asked.

"I'll know in a minute," Helena said.

She brushed the strands of hair away from her face. The woman cracked her knuckles and started to type in the computer.

"So, Emma's been trying to get you and Gwen to do a couple of lectures at her school?" Huntress inquired. "This may take a while….watch my back."

Peter nodded in response. Despite a computer flipping on randomly, no one showed up just yet.

"Yes, she's been insistent," Peter said.

"She may just be angling for a threesome," Helena said. "I've known Emma for years. Sometimes she's painfully direct, but other times….she likes to play games and test people. The question is, are you going to let her play you?"

"It all comes back to sex, doesn't it?" Peter asked.

"Your reputation is well known," Helena said. "And to answer your question, yes it all comes back to sex. Many things in our field comes back to both sex and violence. It's the nature of the game."

She typed and opened the folder.

"So, have you figured it out?" Peter asked.

"Yes, the Ultron Protocol is a failsafe created by Hank Pym in the event of an alien invasion," Helena said. "He created a robot, with an AI based off of his brainwaves, named Ultron. Should Earth ever be invaded, Ultron was to lead an army of his fellow robots to save it."

"Is Pym really going to want to put Earth in the hands of Artificial Intelligence?" Peter asked.

Seconds passed, as Helena tapped the side of her cheek. She looked over to Peter.

"Pym has his quirks, what do you think?"

Peter couldn't fully assess Pym's quirks. His spider sense went off. Helena bounced up, in time to see a metallic arm shifting the shadows.

"GET DOWN!"

The web head grabbed Helena's shoulder. With one fluid movement, he dropped both of them to the ground. The laser blast from the arm of a robot from the side. The web slinger's arms lifted up. A few doses of webbing shot towards him.

The robot sped out of the way, but not before blowing up the computer. Huntress and Spider-Man jumped out of the way, avoiding the attack.

The robot vanished. Huntress lifted her hand and a tracking device blip activated.

For some reason, Spider-Man didn't find himself surprised she placed a tracker on the robot. The surprise happened when the tracker split into three separate blips on the screen.

"It isn't supposed to do that, is it?"

"No."

* * *

A woman dressed in an elegant silk blouse and a long skirt showed up at the door of the apartment. Her black hair cut shoulder length. Blue eyes shined brightly, and her lips curled into a smile. She bounced with a fair amount of energy.

These days, the energy lessoned. Two years ago, the accident which killed Henry Pym, her employer, and put her underneath heavy investigation, occurred. Their relationship had been a bit stormy, and after some rough spots, they kept things professional.

Janet Van Dyne, despite having not seen eye to eye with Hank on a few issues, didn't wish any ill-will towards the man. Therefore, she hoped he would turn up somewhere alive.

She returned back to New York after spending some time on the West Coast. She decided to drop by and see an old friend.

Jan hoped she would be welcomed here. The woman knocked on the door and waited.

Carol Danvers swung open the door. Her smile brightened.

"Jan, I'm glad to see you're back!" Carol cried. She smiled and engulfed Jan in a hug.

"Oh, Carol, it's good to be back," Jan said. "And you know, I think I've run away from my problems for a bit too long."

Carol smiled, she understood Jan's problem. The buxom blonde backed off and invited Jan inside. Jan followed Carol inside, a wide grin spreading over her face. The two of them made their way to a couch.

"Jan!" Kara exclaimed.

Kara reclined on the couch, dressed in a red tank top, and blue jean shorts. Her expression turned from bored to brightened in the speed of light when she caught sight of Jan. Kara bounded towards her and rushed at Jan, almost dive bombing at her with a hug.

"Well, it's good to see you too," Jan said with a hug "How, have you been doing?"

"Fine," Kara said.

Kara smiled at the woman who helped her pick up clothing so she could try and fit in on Earth. The woman's lips curled into a knowing smile as she sat herself down on the couch, and Jan sat down next to her.

"So, what have you been doing as of late?" Carol asked.

"Well, you know, I've been keeping myself busy. I always had a feeling I was watched. The accident at Hank's lab was….well a tragic accident, but some people are going to always suspect you, you know."

"They shouldn't," Carol said. She reached towards Jan and touched the top of her hand.

Jan smiled at Carol's words. They shouldn't, but Jan, in her attempts to think like a SHIELD Agent, understood why she was suspect number one. To be honest, she shouldn't be all too surprised SHIELD fingered her as the prime suspect.

"So, did you do it?" Jan asked. "Did you actually sleep with Spider-Man?"

The casual way Jan asked the question caused Kara to place her hands over her mouth. She started to chortle with barely contained laughter. The barely contained laughter turned into a full blown fit of insane giggles. She shook her head to clear it after a few seconds.

"For the record, yes we did, both of us," Carol said. "He's creating a network of women…and you have to admit, he's well worth sharing….why, are you interested?"

Jan hadn't had the pleasure of meeting Spider-Man. Her short lived superhero career concluded just before his really picked up. A pit of despair flowed through her stomach. Jan realized she caught the bug and wanted to be a superheroine once again in the worst possible way.

"I don't know," Jan admitted.

"Well, obviously, you haven't met him," Kara said. "But, when you meet him, you're going to be ready to jump on the horse."

Jan's mind swam with dirty images but she shook her head.

"I think if I jump back on the field, there's a chance I might run into him, isn't there?" Jan asked.

Carol's lips curled into a knowing grin. She leaned towards Jan and spoke in the calmest voice she could muster.

"Jan, you know there's a spot open for you on the Avengers whenever you want to return to it."

Jan tried not to look too gleeful or too hopeful. Returning to the Avengers, she longed for the moment. As one of the founding members, even for a short time, Jan endeared herself to being a superheroine even more than the rest of them. Granted, they all worked hard, but none had the passion more than Jan did. At least her own biased opinion.

Kara's super hearing picked up a loud thump.

Something crashed through the window. A silver robot dropped to the ground. The head resembled an overlarge ant. The eyes glowed in an ominous and quite frankly unsettling manner.

"It's Hank's….creepy aide," Jan said. "His weird robot."

Kara really hated robots, and wished to never deal with them ever again. She and Carol jumped up.

"Miss Van Dyne, you're to come with me," Ultron said.

"Oh, come on, like we're going to let you just waltz in here and take her," Kara said. Her hands flew to her hips. The Girl of Steel glared in defiance. "Who do you think you are?"

"I believe you have no idea what you're getting yourself into."

The windows in the apartment started to crack open. More Ultrons entered the lab. Jan shook her head, and braced herself for a fight.

"I hope your skills are still on par," Carol said. "Because, you're going to be in for a hell of a fight now."

Jan lived for something like this, okay maybe not like this. How did Hank's security robot turn this….well like this?

"Take the other two down, but Janet Van Dyne is of highest priority."

' _Wonderful another artificial intelligence with world domination plans,'_ Kara thought to herself. _'Great.'_

* * *

Peter's sixth sense, stronger at times than his spider sense, realized something. They were close to walking into some kind of trap. He could feel it.

The tracker split, then the tracker went into one steady line.

"So, you called backup?" Helena asked.

"You can never be too careful," Peter said.

Helena smiled a shadow of a smile. Two figures turned up. Spider-Woman and the Goblin Queen dropped down from the rooftop to join Huntress and Spider-Man on the fight.

"And are we live?" Chloe asked.

"Yes, we're live," Gwen said. She adjusted her hood, even though everyone here knew everyone else. "And we're being lead to some warehouse in the bad part of town, aren't we?"

"Looks like it, doesn't it?" Jessica asked.

"What were you able to find out about this Ultron Protocol anyway?" Chloe asked. "You know, before the robot sentry ended up toasting the computer before you can download all of the information."

Helena smiled. The thing about AI was it tended to very imprecise. It didn't understand human nuances no matter how well programed. One of the elements AI failed to understand happened to be protographic memory. Helena only looked at a portion of the program, but combined with her deductive instincts.

"The Ultron Protocol was created by Pym, and funded by some members of SHIELD," Helena said. "I recognized one of the names on the list, Milton Fine."

This particular news unsettled the entire group.

"Talk about someone who keeps cropping up like a bad penny," Gwen said.

"Indeed," Helena said. "But, there are more rogue SHIELD agents who were funding Pym. Agents who ended up working with HYDRA."

Peter shook his head. The entire HYDRA thing proved to be a wonderful mess which caused more than a sufficient amount of problems, at least in his mind.

"And Pym's accident happened around the time where they made their move," Peter said.

"But, is it all tied together?" Gwen asked.

Helena bent down on the ground. She noticed her tracker device lying on the ground. The woman swept into her belt and pulled out a device to scan over it.

"No one touch it, he could have tampered with it."

Peter, Gwen, and Jessica hung back as Helena analyzed the device. Time ran out to be honest.

"Peter, are you there?" Kara asked.

"Yeah, Kara, I'm here, what is it?" Peter asked.

"Carol's apartment, it got attacked by killer robots," Kara said.

Peter's heart sunk down far. The young web slinging hero shook his head and tried to clear it.

"Please tell me you're joking."

"I wish," Kara said. "They snatched Jan from the lab."

"Jan?" Peter asked.

"Janet Van Dyne, she's an old friend of Carol's, and she came back to town….and…well they attacked her. She mentioned the robot used to be Pym's aide, although he looked more like some kind of killer robot. He said he had plans for Janet, and….I don't know, Peter…Carol told me to stay here."

"Where is Carol?" Peter asked.

"Carol flew off after her."

Peter feared it would happen. Gwen reached and gripped Peter's hand hard. Peter appreciated her efforts. A smile crossed his face as he made a futile attempt to relax himself.

"Yes, and….Ultron nabbed her, and then, he tried to blow up the apartment."

"You're fine though?" Peter asked.

"Of course, I'm fine, the super invulnerability comes in handy."

"Did you see where Carol flew?"

"No, and….I'm worried Ultron's leading her into some kind of trap, or something. Am I being paranoid?"

Helena decided to jump into the communicator and speak with Kara.

"No, you're not being paranoid. You're spot on in fact. Ultron could be leading Carol into a trap."

"So, I shouldn't have let her go," Kara said.

"Carol can handle herself," Peter said. "But, I'm more worried about what Ultron might do if he's concerned."

"I don't think Ultron's the one who is cornered though," Kara said.

"We're investigating him now," Peter said. "We found out about the Ultron Protocol. Pym developed a failsafe for SHIELD, where an army of robots would be produced on the account of an alien invasion."

"And Ultron is the result of this?" Kara asked. "And Brainiac and the Kree….they must have been caused the protocol to be triggered. But, why didn't it become canceled?"

"Good question," Peter said.

Peter's theory bubbled to the surface. Aliens still existed among them, in every corner of the world.

"We better check in with the other Avengers."

Peter understood Helena's hunch in an instant, and wondered why he hadn't come up with the same idea himself.

* * *

Tony Stark put in a nice, late night at his lab because there was a fair amount of work to be done. He repaired one of his many suits of armor. His latest battle with Whiplash dinged the suit up pretty nice.

Stark worked plenty of overtime trying to deal with all of the security leaks in his company. He closed his inner circle to less than a handful of people.

He half expected to get a visit from SHIELD or ARGUS, or whatever alphabet soup government organization wanted to cause him a headache today.

The voice of J. Jonah Jameson popped up.

"Rumors have it an army of killer robots have been seen over New York City. What is the cause of it?"

"You say, Spider-Man, and I'm flying over there, and hanging you from a flagpole by your underpants," Tony muttered. "Don't think I won't do it either, Jameson."

"If you ask me, before Pym disappeared, he went off his nut. Guess the guy should have stuck with talking to ants!"

Tony's eyebrow raised, and he hung his head. As a former colleague of Hank Pym, Tony's guilt multiplied as he thought of his unfortunate fate. He consulted on the Ultron protocol project, although he pulled out when SHIELD got their hands into it.

"Wait, surely…."

The suits of armor in the cases began to come to life. One of them broke through the case, and fired a rocket at Tony.

His instincts hit a high mark. The suits of armor surrounded him. Even the suit on the table started to form together.

"Destroy, target Tony Stark."

"And I thought the DVR was the only piece of technology which conspired against me, today," Tony said.

He avoided the attacks from the robots. Slapping his hand on the Avengers ID card, Tony knew what to do.

"Avengers, assemble!"

Tony crouched down. He shifted together a makeshift weapon. He started to fire bolts at his armors, disabling them.

Only one of them shot him in the arm. Tony flew back and crashed over the table. The billionaire tried to raise his head up to get a better look.

"What madness is this?"

Thor appeared in a cackle of lightning, and brought his hammer down onto one of the suits of armor. The armor crashed into the wall.

"So your armor turned on you?" Hawkeye asked. "Again?"

Tony thought it wasn't fair. The last time, the AI in his armor became corrupted, tried to hold him hostage, and marry him. Now, it tried to kill him. Talk about a reversal of fate.

"You have to have some way to shut them down," Black Widow said.

"Yeah, what do you think I've been trying to do for the past ten minutes?"

"Well, here's my vote."

Hulk punched out one of the large Iron Man Hulkbuster armors. The Hulkbuster armor smashed against the wall hard, leaving a dent against the wall. A rapid fire series of punches drilled the armor at a constant level.

Another armor blasted through the wall. Thor looked up, and eyed the adversary which fought him. The armor shined and absorbed the hammer like blows he gave him.

"You created armor to combat all of us, didn't you?" Black Widow asked.

Captain America faced a patriotic set of armor, who matched his moves rather well. As a soldier, he understood being prepared for anything, but still, Tony developing armor to combat his fellow Avengers was going to be a problem.

"You cannot win Tony Stark. Your mind is not strong enough to combat mine. I am your superior in evolution."

Tony looked face to face with Ultron. Ultron fired a beam of light, which paralyzed his arc reactor, but kept him from dying.

"Any secrets locked in your mind will be mine, before I finish off the source material. And the Avengers will fall."

"The Avengers will never fall to the likes of you, you robotic monstrosity!" Thor yelled.

"The boasts of the Asgardian, pathetic," Ultron said. "Leave them alive, I wish to have them see the world fall. To know they've failed in every way possible."

Ultron's controlled armor circled the Avengers. Captain America, Black Widow, Hawkeye, the Hulk, and Thor fought bravely.

They would fall, just like all of humanity would.

* * *

Later in the evening, Jan woke up. She found herself strapped naked to a table, with some machine scanner her. Never a good sign in her experience, where she looked up and noticed Ultron staring at her.

"What are you looking at?" Jan asked.

"Pym's mind….represents a problem," Ultron said. "I cannot destroy you, despite being a useless organic."

"So, there's some humanity inside you?" Jan asked.

"Yes, but rest assure I'm finding a way to eradicate it at any moment," Ultron said. "You wished to rejoin the Avengers, well…..they should be arriving in a matter of moments. One of my drones has leaded an attack on Avengers tower, and shall be bringing them back in a matter of moments."

Ms. Marvel blasted through the wall. The second she arrived, Ultron activated a force field. She almost broke out of it with her mighty punch.

"Let her go!" Carol yelled.

"I have the home-field advantage as you humans might say," Ultron said. "And I will exploit it. There's no way for you get out."

Carol's eyes widened, and the force field caused a discharge of energy which stunned her. She fell to the ground.

Several Ultron drones picked her up, and placed her inside one of the stasis pods.

"Her powers and abilities will be replicated, and the source material will be deleted," Ultron said. "All of the Avengers will suffer the same fate, and the rest of Earth's heroes will fall. Then all of humanity will be replaced. War will be eliminated. Disease will be irrelevant. Earth will no longer be in threat from alien attack because we will be an efficient fighting force."

"You're going to replace all of humanity with robots?" Jan asked.

"You are not as ignorant as many humans. But, do not think it will spare you, once a redundancy has been created."

Jan watched in horror, as the other Avengers were carried in. With Thor and the Hulk brought in, things looked rather grim for the people of Earth. Ultron's plan went off without a hitch.

"Let Phase Two of the Ultron Protocol commence….."

"Ultron-Prime, we located an energy source of great power, and brought it to you."

One of the droids produced a glowing orange gem. Ultron eyed it with what passed as interest for a robot.

"Study the power, and seek out similar power sources. And place the Avengers in their pods.

* * *

**To Be Continued on 6/19/2016.**

* * *

_Well, Ultron's active and causing trouble. That can't be good._

_I intended for Wasp to turn up much earlier, but….you know how the best intentions go. Given this is the final set of chapters, I'm glad to have her show up here._

_Until Sunday._


	81. Ultron Outbreak Part Two

**New Chapter of the Week Voting At the Usual Place. http://webofchaos.blogspot.com/**

**Chapter Eighty-One: The Ultron Outbreak Part Two:**

* * *

 

Spider-Man crept into Avengers Tower, with Huntress and Flamebird following him. Their group split in half, with half of the group taking a second look at Pym's old tower. Flamebird walked in the back, on pins and needles.

Earth's mightiest heroes falling to this menace didn't really install her with the greatest of confidence. She hoped Carol and the others were alright. Kara kept reminding herself how strong her sister was and how Carol could take care of herself under even the most dire of circumstances.

She remaindered herself constantly of a very simple fact, but it resounded in her head almost as reassurance. The woman hovered in the ground. If there was anything too dangerous, Spider-Man would know.

After Brainiac, Kara had her fill with robots with world domination fetishes. Her mother regretted making an AI every day, and Kara couldn't really blame her. The regret washed over Kara's body as well.

"So far the coast is clear," Spider-Man said.

No spider sense, not even a slight tingle. Unsettling to anyone else other than him? Maybe so, but Spider-Man crept out of the shadows. The doors rattled as he closed the distance inside of his next location.

_'Well all or nothing….looks like I'm a little too late to the party.'_

 

"Even Stark's parties are getting way out of control, or the Avengers have been attacked," Spider-Man said.

"I'm banking the farm on an attack," Huntress said. She crouched down, pulling out a portable scanner device.

"So, what are you looking for?" Flamebird asked.

Huntress paused, hovering the device over the ground. The device vibrated for a few seconds in her hand. The woman held it steady, and craned her neck back to face Flamebird.

"We'll know in a minute."

Kara stood back, biting down on her lip. They would know in a minute indeed. Huntress worked her magic over the ground.

"Large Hulk size dent through the wall, right over there," Kara said. "I'm not going to lie, if someone could knock the Hulk back, I would be very afraid of this…Ultron."

An army of robots bombarded Carol's apartment like nothing. Being an Agent of SWORD, the security amped to an amazingly high level. Ultron's high tech ability to break down any door made Kara wonder what their next play could be.

The dark haired woman scanning every inch of the floor for any kind of clue proved to give her an answer, at least Kara hoped as much.

"So, any luck?" Kara asked.

The woman looked over her shoulder.

"Not a little bit," Huntress said.

Peter determined something went on here. Half of Iron Man's armor sprawled all about the ground. The large dents indicated someone of Hulk or Thor level strength having a party. The blood spilled on the ground offered a grisly reminder the Avengers weren't here any longer.

And his spider sense went off. Spider-Man jumped, and Huntress turned around. His spider sense tripped her keen instincts.

A light flashed from a lab. Flamebird ripped open the door to remove the cover. A large suit of armor with multiple swinging limbs dragged itself into prominence.

"Great, Spider Slayer armor," Spider-Man said.

"He's prepared," Huntress said.

The webbing shot at Spider-Man. He closed his eyes and detected a flaw in the suit. The same kind of flaw existed in every spider slayer model he ever stepped foot into the ring against. The stinger nailed one of the electrodes, overloading it.

Spider-Man webbed onto it, and propelled himself up. He smashed onto it, blocking the air vents.

The arms tried to remove the webbing, but Kara used her heat vision to disable them.

"You're trying to get them hot, aren't you?" Kara asked. "Because, I can help you there."

Some much appreciated help came at the hands of Kara's eyes. The white hot heat shot forward and nailed the robots. The robots dropped to the ground, a smoldering wreckage of flaming carnage.

Another suit of armor appeared. Huntress decided to add to the fun and games, detonating an explosive device on the ground. The robot heated up from the explosive and was launched into the ground.

"Stark built these," Flamebird said.

"As a protocol for something," Huntress said. Stark might look like a lazy billionaire playboy to the outside world, but there was a lot more going on between those ears. "And given the rate of super hero mind control, who could blame him?"

"Bet he didn't expect it to be turned around on his fellow Avengers," Flamebird said.

Huntress turned for a second. Her father established similar protocols against his allies in the past, but it didn't end well. People had their hearts on the right place.

"Ultron's been here, and he has the Avengers," Flamebird said.

They all hoped The Goblin Queen and Spider Woman would have a bit better luck tracking down Ultron. Pym's old lab looked to be abandoned, but it never hurt to take a second look, just to make sure.

* * *

  
Goblin Queen might not have had any spider sense to spare, but she hung around Peter enough to know when she walked into trouble. The government goons walking around the outside of Pym's old put her on edge.

"Perhaps, we're not thinking outside of the box enough," Chloe said. "Pym's not going to put all of his eggs into one basket, and if is, he's going to make the basket less obvious."

"It's not technically Pym who is doing this," Gwen said.

Jessica's compulsion to jump in and inform Gwen of something reared its ugly head.

"Remember, it's Pym's brainwaves which is driving him," Jessica said. "He's a really simplistic version."

"And the Avengers have been nabbed," Kara said. "We're going to see if we can check in on the other heroes. We're on our way to the Baxter Building."

"Aren't the Fantastic Four in space or in an alternate dimension?" Chloe asked.

"Odds say yes, but….Reed's lab could be tempting for Ultron, and whatever plans he has," Peter said.

Gwen frowned, Peter's point slapped her hard. She agreed with him full stop. Right now, she had her mission as it was. The lab belonging to Hank Pym, which swarmed with government agents. These days, she couldn't really figure out who was in charge of the shady government elements which they all knew and loved.

All Gwen knew was she needed to stick to the shadows and cross her fingers, while hoping for the best. The stealth function on her suit worked like a charm, just like it worked through Jessica's. The agents brushed past them for about two of the most nerve racking minutes ever.

"Don't even know why we've been sent to the lab of some deranged man who talks to ants. Vanished without a trace, he couldn't be alive, could he?"

"I don't know, but we've received intelligence there's some really high spikes of energy here. Bad things to be honest, and….well you really can't mess around with something so bad."

"Pym messed around with a lot. He worked with the Ultron protocol thing, and look where it got him. If you asked me, the guy should have stuck with playing with his ants. More of his speed really."

The government agents passed this level. Jessica passed them. She sensed something really off where they were.

The smoldering wreck of the computer where the drone attacked Helena and Peter lain on the ground. She placed her hands on the walls, running across them. Nothing out of the ordinary popped up on the wall.

"I really have no idea what you're trying to find," Gwen said.

"I secret passageway, a switch, anything," Jessica said.

"Well, anything ,could be a lot of things?" Gwen asked.

"Are you trying to tell me you think Ultron could be right under your nose?" Chloe asked. She tried to wrap her mind around the rather insane thought, but seconds passed before she realized it made far more sense than she thought.

"Not sure if under our nose, but he's close."

Another group of government agents passed by them, not noticing them. They met with a supervisor type.

"Clear the area, there's nothing to see here. Likely the exploding computer was the cause of all of this mess."

The government agents cleared off. Dare Gwen and Jessica hope they decided enough was enough. Seconds grinded into minutes before they found their answer.

"There's one place we haven't checked," Gwen said.

Jessica turned to Gwen with a raised eyebrow, having a pretty good idea what she intended.

"The basement?"

"The basement," Gwen said.

The two girls waited another minute for the base to become less active. They walked towards the entrance.

"Locked," Gwen said.

She tried to pick a lock, only to get a spark towards her. Gwen backed off about a half of a step, but not out of agony. Rather her lips spread in thinly veiled triumph underneath her mask.

"Figured as much," Gwen said.

"Whoever is down there, doesn't want you anywhere near the basement," Chloe said. The woman placed her hand underneath her chin, frowning. "Check for a panel or something."

Gwen ran her hand down the wall. Her hand hit a bump in the wall. The bump wasn't really a bump, rather it was a panel which jutted out of the wall. She channeled energy through her finger and lifted the panel open.

"Just plug in your portable, and I'll work my magic through this end."

Gwen wasn't about ready to argue. She had a feeling she knew what was behind the door.

"You realize the moment we open the door, we're going to have to fight like hell, right?" Jessica asked her.

Gwen smiled, oh boy did she ever realize it, and she welcomed the fight with open arms. She wasn't going to let it stop her at all, or even slow her down. Not if she could help it at least.

* * *

  
A visit to the Baxter Building resulted in Peter, Kara, and Helena not turning up anything, other than the fact the Fantastic Four were off on a mission. Whether they were intercepted on the way back from the mission, Peter couldn't say.

Peter's sixth sense, not to be confused with his spider sense, didn't really inspire him with much confidence. He arrived at the Xavier Institute, only to find a large hole in the front of the building.

_'Doesn't exactly fill me with a boatload of confidence, you know.'_

 

Peter swept closer towards the front entrance, his frown deepening. He looked inside, and the signs of the struggle were evidence.

Were there even any mutants left standing?

"Anyone home?" Peter asked.

He walked towards the mansion. The War Room looked like a war took place. Peter crawled over the rubble. He stepped towards the aptly named Danger Room, and stopped short of going in.

"So, you're not going inside?" Kara asked.

"No, I know what's going to happen," Peter said. "The moment we step inside the Danger Room, it's going to lock us in. Ultron's going to have programmed it to the highest setting to try and kill us. I've been at this game long enough to not to fall for something this obvious. Give me some credit."

Kara blinked for a moment. She realized Peter was right, and he would be kind of stupid walking into the most obvious trap in the world.

"You know, you have a point," Kara said.

"Of course he does, shows he's finally learning," Helena said.

Peter smiled and nodded, but then stopped when he realized what she said.

"What do you mean finally?"

"You're prone to mistakes just as much as the next person," Helena said. "I wouldn't worry about it too much, it's part of the growing process."

Peter thought he heard someone. His spider sense didn't alert him anything was wrong, but sometimes it could be late to the part. Regardless, Peter noticed a hole in the ground.

"Okay, I might not jump into the Danger Room, but I'll jump into a large hole in the ground."

Peter shook his head, and lowered himself down the jagged rocks, which made a make shift set of stairs. Kara hovered above the ground, lowering herself into the hole. Helena climbed down as well.

The young man walked over and pulled the rubble out of the way. Jean slowly rose from the rubble. Her eyes flared with anger.

"Jean, it's me," Peter said.

Jean relaxed for a few seconds.

"He tried to take me out," Jean said. "An army of robots swooped into the mansion, blowing past the security….I thought for a little bit, the government reinstated the Sentinel program, and made them more compact."

Peter gripped Jean's hand. She relaxed for a brief second in his grip. The tension rose through her the more time passed.

"No, it's not the Sentinels," Peter said. "Long story, but you remember the accident of Doctor Hank Pym's lab?"

Jean recalled something about it. She responded with a swift nod, leaning in closer to Peter. The four of them made their way out of the hole.

The telepath reached out for anyone in the vicinity. No one answered back, which brought her to the all too grim conclusion the rest of her team had been captured or worse.

Jean frowned, and walked over to the Danger Room. One look at the computer on the outside told her all she needed to go.

"It's a good thing you didn't enter the Danger Room," Jean said. "It's programmed on the highest setting, with the safeties removed."

"See," Peter said.

"Well, no one disagreed with you, really," Kara said. She broke into a grin, leaning towards Peter. "So, what's next?"

"You didn't really explain to me about what Pym's accident has to do with this?" Jean asked.

"He created an advanced AI based off of his brain waves…."

Jean groaned at this word. The X-Men had their own problems with a runaway AI, but she shook her head, frowning. Another story, for another time really, but when would people learn messing with artificial intelligence only ended in tears? She grabbed her mate's hand, and squeezed it, encouraging him to continue.

"He called it the Ultron protocol, Ultron for short. It was to be activated only as a failsafe if the Earth was ever in danger for an external threat. Our old friend Milton Fine commissioned it."

Jean didn't need to be a rocket scientist to put two and two together to get five. She looked on with a frown.

"I think I've found Ultron," Chloe said. "Or rather, Gwen and Jessica has, but there's a secret lab underneath Pym's former lab. They're almost inside, but….who knows what trouble Ultron can cause?"

"Can you get it ready?" Peter asked. "Our secret weapon?"

"I'm not sure if we want to go there, Peter," Chloe said. "But, we might have to, Alura worked a lot of the bugs out. I just hope we don't open another Pandora's box….this one is based off of me, Gwen, and Kara, our brain waves, so it shouldn't….it shouldn't have the same flaw, if three parts are used instead of one. Of course, it may be madly in love with you, with the three of us, but guess it's your problem to deal with."

"We'll cross the bridge when the time comes," Peter said.

Kara grinned, Peter really looked a bit non-surprised by it. She wondered if his pheromones would affect machines, if female. Technically, they shouldn't, but this vessel was organic as well. Their brain waves, and their DNA, which Chloe failed to mention.

"I can get you to Pym's lab fast."

Jean closed her eyes, and Phoenix fire engulfed them. The quarter arrived. Jean took it rather personally Ultron captured her team. She wished to take him out.

_'He won't get away with this.'_

He took Jean by surprise and nailed her with a blast with disrupted her neural impulses. It wouldn't happen a second time.

* * *

  
Jan closed her eyes, feeling a searing feeling going through the back of her head. Something prickled in her mind.

"I'm going to transfer your mind into a robot called Jocasta, and you will be redundant. Therefore, my core programming will see her as an adequate substitute."

"Wait, you're going to use my brain waves to transfer them into a robotic bride?" Jan asked. She wrinkled her nose. "EWW! Creepy!"

"I have to agree with the lady. Did you watch her when she slept too? Because, you should really be sparkling in the sun if you did."

Ultron turned around. Spider-Man, the Goblin Queen, Flamebird, Spider-Woman, the Huntress, and the Phoenix all turned up to stop him.

"So, Earth's remaining heroes return to stop me," Ultron said. "Do you not realize what has occurred? I have already won. Look around you in the pods."

Avengers, X-Men, other heroes, all of them rested in the pods. Even Deadpool finally shut up, having been put into stasis.

Peter noticed a large number of villains in Ultron's collection. This lab looked to be much bigger on the inside.

"Two years, I planned my ascension, and the ascension of all my children," Ultron said. "War will be eliminated, disease will be irrelevant. Human enough will…."

Ultron flew into the air and smashed into the wall. Jean rose up, eyes glowing.

"I'm going to rip you apart, piece by piece, and…."

An energy shield formed around Ultron, and prevented her from attacking him again. He waved his hand and forced Jean back to her position, almost like she bounced back in time.

"I've studied the powers of all of Earth's heroes, and you can't win," Ultron said.

The robot hoisted an orange gem in the palm of his hand.

Peter spoke for the rest of them.

"Ah, crap."

"The time gem, and soon all of these other Infinity Stones will be mine….but why waste great power on such insects? When I can use it to rewrite time form the start."

"First of all, spiders are arachnids," Peter said. "And second of all…."

"I will get away with this, Spider-Man," Ultron interjected.

The lights turned on. Doctor Octopus, the Green Goblin, Electro, Rhino, Mysterio, Electro, the Vulture, and Shocker all walked towards him.

"He's made robotic duplicates of some of my greatest enemies, and Shocker!" Spider-Man yelled.

"Yes, we've noticed," Huntress said.

"Welcome to your demise, Spider-Man!" The Green Goblin robot yelled. Green fire exploded from his hands and forced them to dodge.

Ultron viewed the buffet before him, without any expression. He turned to complete the process intended for Ms. Van Dyne.

"Don't worry, Janet, your spirit will live on, and you will be improved. After the flawed components of Henry Pym have been removed, I will be much better."

"Really, are you going to off yourself?" Jan asked. "Because, you're the most flawed thing Hank ever created, and given some of his weird ant based inventions, it's saying something."

* * *

  
Chloe's headset cackled. Ultron no doubt created some kind of external interference which made it a bitch and a half for her to focus.

Regardless, she turned to the pod and turned it on.

"Okay, please don't try and take over the world or anything."

Chloe's last few key strokes caused the pod to crack open. She rested the headset in her hand. She hoped Alura's modifications would work.

Physically, she looked fine. Silky blue skin, with violet eyes. The perfect hourglass figure presented itself with a black top containing her firm breasts. Her stomach contained no fat at all. She wore a short skirt which fluttered up in the wind to show her delicious looking thighs.

"And it turns out we created a sex bot," Chloe said. "Well, as long as she's able to kick ass as well."

Chloe lifted her hand and ran it down the smooth skin. Felt so real, likely because it was made from human and Kryptonian tissue samples.

"Okay, time for you to wake up, and no, I wasn't feeling you up when you were sleeping," Chloe said. "And technically, if I was I would be feeling up my….kind of daughter. Which is either kinky or disturbing, mileage may vary."

"The Brain Interactive Construct Eight Point Zero, codename designation Indigo is online."

"Hello," Indigo said.

"Who do you live to serve and protect?" Chloe asked.

"Peter Parker and his collective," Indigo said. She smiled. "I'll serve them in any way they desire."

 _'Yes, certainly a sex bot,'_ Chloe thought, corners of her lips twitching with a smile.

"And are you willing to protect them?" Chloe asked.

"Are they in danger?" Indigo asked.

"Yes, Indy, they are," Chloe said. "Your ancestor helped create a menace known as Ultron who intends to…."

"No need to explain," Indigo said. "I understand…..and a backdoor has been left in my program."

"Are you sure you can exploit it without him taking control?" Chloe asked.

"The original Brainiac intended to shut him down after he used Ultron…and while Ultron can upgrade himself, I can do the same," Indigo said. "But, I'll need to get into range."

"Do you think you can handle yourself?"

Indigo turned around and used her eye beams to destroy the door. She walked through the fire like a really sexy Terminator.

_'Well, answered my question.'_

Chloe hoped to maintain contact. She slipped the helmet on, being able to see things through Indigo's point of view.

* * *

  
**To Be Continued on June 26** **th** **, 2016.**

* * *

 

_Why yes that was a shot at Twilight, thank you very much. Is that getting old taking shots at sparkling vampires? I can never tell._

_Poor, Herman, he's like the Dangerfield of Spider-Man's rogue's gallery. No respect._

_And we have new member to the part involved. Brainiac 8.0, better known as Indigo. Brainiac(for all intents and purposes) against Ultron, film at eleven._

_Until next Sunday._


	82. Ultron Protocol Part Three

_Vote for the Chapter of the Week at the Blog.http://webofchaos.blogspot.com/_

* * *

 

**Chapter Eighty-Two: The Ultron Protocol Part Three:**

 Spider-Man faced off against the reflective members of some of his most dangerous enemies. He decided to make a plan of what to do.

"Gwen, Jess, and I are going to take care of them," Peter said. "Kara, see what you can do to help free the Avengers."

Kara looked over and noticed the grabby arms of Doctor Octopus coming at her. The heroine propelled herself into the air. Eyes at the ready, she knocked him back with some heat vision. The fake Shocker's gauntlet aimed at her, but Jessica webbed onto his gauntlet and twisted around her adversary.

"Okay, if you're about as pathetic as the real Shocker, it shouldn't be any trouble at all," Jessica said.

Jessica slipped behind his back, and popped his arm behind. The sound of an arm cracking echoed, followed by sparks flying in each direction. The woman hammered her adversary's arm with a series of rapid fire shots, doubling him over.

Gwen faced off against Mysterio. To her relief, Mysterio didn't chat as much as the original model did.

"Okay, you and I, one on one, let's go."

Mysterio replicated into three of them. Gwen didn't care, but she needed to edge in before he divided in half again. The fishbowl clad adversary continued to multiple as he rushed towards Gwen.

Gwen flipped over the head of her enemy. She caused energy to raise through her hands and plunged both of her hands into the backs of two of the bots. She slammed it together.

"No one can withstand the might of….."

Helena disabled the Mysterio bot before it could finish its sentence. Grinning, Gwen raised her hand and turned around. A wild Rhino rushed towards her. The heroine propelled herself over Rhino's head. Rhino smashed into the wall, hitting horn first into the wall.

The web slinging heroine dropped behind Rhino's back. She hammered her adversary with a series of rapid fire punches. Each punch nailed Rhino hard. Rhino yanked himself out of the wall.

"Your game is up!" Green Goblin yelled.

The green fire shot at Spider-Man sailed over his head. The web head cracked him in the face.

"You see, it's funny, you're not real," Spider-Man said. "You're really not real, and….."

The web slinger avoided another attack. He had a feeling these Ultron drones proved to be the tip of the iceberg.

Kara dodged an attack from an Ultron robot. Two more of them surrounded around them. She lost sight of Ultron prime, never a good thing. Their arms rose towards her. Kara hitched her breath in.

_'Never a good sign.'_

 

"Step away from the containment pods, alien."

They threatened her to step away from this location. A good enough indicator she was on the right track. Kara closed her eyes and raised her hands.

She dropped a metal canister on the ground.

"You don't…."

An electrical charge knocked one of the Ultron bots off of line. The pulse disabled two of the bots, enough for Kara to rush in. She tore apart one of the bots with her bare hands. Oil and sparks flew everywhere.

She took a look at Ultron prime. As long as he had the time gem in his possession, they didn't have too much of a chance to take him down.

Spider-Man swung down, knocking the decapitated head of the Vulture bot down on the ground.

"We have to take the time gem out of his hand," Flamebird said. "I have a feeling we've had this conversation a few times before, haven't we?"

Spider-Man raised his eyebrow. He realized they likely had the conversation a couple of times before. Regardless, he dodged underneath a high intense blast which almost took him out.

Doctor Doom approached him. Given Doom's habit of using Doom Bots, Spider-Man snickered at someone else using a robotic duplicate of Doom. The web slinger latched onto him.

"Do you understand how futile you're attacks are?"

Spider-Man wondered if Ultron understood what he said. He spoke like a human.

"When all humans are….."

Kara disabled the platform Ultron stood on with her super breath. Ultron shook, and Spider-Man launched a line of webbing at him. Spider-Man yanked him down.

Flamebird caught the time gem in her hand, for a second. At least until she received a high intense blast which lifted her off of the ground.

"You might have temporarily removed the time gem from my hands," Ultron said. He raised his hands into the air and fired.

Spider-Man avoided Ultron's attacks.

"But, you're not going….."

Huntress made her move, detonating the EMP grenade. The pulse knocked Ultron off line.

"I'm not sure if…"

"It won't hold him for long, but perhaps I can take control."

Indigo turned up. The beautiful android stepped inside with a smile on her face. She shot a cable into Ultron's neck and caused his eyes to roll into the back of his head.

"I can't hold him forever," Indigo said. "And….this isn't the master Ultron either."

Ultron's head exploded before Indigo retracted from him. Peter realized they had been douped.

"I'm in, I did it!" Kara yelled.

She released Jan from her containment as well. Jan shook her head, feeling a headache.

"How are you doing?" Kara asked.

"Well considering my brain got ripped from my head, and almost put into a robot….not as bad as I thought I would be, really," Jan said.

She closed her eyes, the rush of relief coming through her.

"I think he succeeded," Indigo said.

"Brain is still intact," Jan said.

"I know, but he didn't remove your brain, he just copied your brain waves," Indigo said. "It's a very simple process, just like Kara, Chloe, and Gwen did with me."

Jan realized it was a mark of all of the weird shit she saw she held a casual conversation with a sexy android and wasn't the least of the situation.

"And there goes, Spider-Man," Indigo said.

Jan watched Spider-Man, and flushed. Spider-Man saw her naked.

She wondered if he liked what he saw.

* * *

  
Spider-Man and Huntress followed the signal, and hoped Ultron didn't lead them on a wild goose chase. Peter had the time gem in his hand, and hoped he could utilize it to take Ultron down.

"Are you ready?" Huntress asked.

"Ready as I'll ever be," Spider-Man said.

Huntress turned towards him, raising her eyebrow. Spider-Man kept his mouth shut, and proceeded to keep going forward.

"He's heading for the SHIELD satellites, it's connected for every weapon system on Earth," Spider-Man said. "And if we….."

"If you allow him to get there, there is no stopping him," Black Widow said. She walked up behind him, followed by Carol. "You really didn't think I'd be sitting this one out."

Spider-Man looked at the sexy super spy. To be honest, he would be very disappointed if she sat it out. They had a bit of a problem. Where was SHIELD holed up these days? It existed in name only, and Fury was missing in action. Something which happened with an alarming amount of regularity, as Peter reminded himself time and time again.

"Right, there's heavy encryption involved, but Ultron is going to break in," Chloe said. "And my secret weapon has him, and she's making you a trail."

"What happens if he takes control of Indigo?" Spider-Man asked.

Chloe jumped in with an answer.

"And of course, we would have company."

Several more suits of Iron Man armor few at them. Huntress loaded up her crossbow.

"You're going to need a bigger weapon to take them out," Ms. Marvel said. She looked over her shoulder and saw Karen flying at them at the speed of light. "It works out well, but….."

"The three of you, deal with the armor," Black Widow said. "Spider-Man and I will go forward and help Ultron take out Indigo."

Spider-Man smiled, despite the situation. Something told him Black Widow hated being humiliated Ultron and being sealed in containment. Given the nature of how she was trained, any kind of weakness put her on a hair trigger.

"We wipe him out, and we make sure he doesn't do anything," Black Widow said. "Even if we have to blow up the SHIELD base."

"And you know where the SHIELD base is, don't you?"

Black Widow turned around, over her shoulder, with a smile on her face. Spider-Man understood the "of course I do" smile rather well.

The two spiders edged to the side. Indigo magnetized the base, bringing it out of the underwater location. She closed her eyes.

"He's already inside, we don't have much time."

Black Widow prepared to access the door, but Spider-Man gripped her around the wrist. The two of them locked eyes with each other.

"Indy, blast it."

Indy blasted the door open. The door clicked open and allowed them entrance. Several of the attack droids waited for them.

Black Widow recalled the droids used for SHIELD training rather well. She fought them so many times she knew how to beat them.

"Go to the control room, he'll be there," Black Widow said.

A window sting wiped out several of the bots all at one time. The bots toppled over and allowed Spider-Man to get inside.

Ultron prepared to hack into the systems. A splatter of webbing nailed him across the back of the head. Ultron's head slowly turned around.

"What are you supposed to accomplish?" Ultron asked.

"I'd say I was going to get your attention," Spider-Man said. "You know, for all of your bluster about how robots are superior, you seem very human."

"You won't….."

"And see, you're about to tell me I won't get away with this," Spider-Man said. "Again, human, very human in fact."

Ultron armed a miniature rocket on his arm. He clicked it to life and fired. Spider-Man dodged the rocket, avoiding it from slamming into him. Spider-Man avoided a series of stun lasers.

"It will be too late, Spider-Man," Ultron said. "My core programming will be downloaded into the machine, and I can wipe out humans anywhere on Earth."

"Hey, thanks for telling me your core programming is in here, makes it so much easier."

Indigo pulled back the panel. Ultron turned his attention to the room.

"Hey, you overgrown vacuum cleaner, look what I've got!"

Ultron rose to the bait. Spider-Man hoped he could distract him. The orange gem spun behind his fingers.

"You do not know what to do with such power," Ultron said.

"Hey, give me some credit," Spider-Man said. "I know enough not to give the power to you."

Spider-Man avoided Ultron's high intense blast from wiping him out. The web slinging hero turned around, avoiding further attacks from wiping him out.

Indigo made her way inside. She blocked him from downloading.

"Let's see if I can rewrite your programming, my master program really screwed up your algorithm, didn't he?"

Ultron turned his attempt to Indigo. Spider-Man launched a grenade at his back.

"Rule number one of fighting someone, never turn your back on them."

He launched the grenade at Ultron's back. The grenade launched an intense level of high impact energy at him. It doubled him over.

"And shutting him down," Indigo said. "The logic flaws of his programming are fixed."

"Logic flaws?"

"Yes, he is the most dangerous thing towards his protocol," Indigo said. "Therefore, he had to shut himself down."

Spider-Man heard the loud sounds of armor falling from the sky. Indigo grinned.

"And someone is going to have a hell of a mess to clean up," she said. "I have to say, it was fun…but I think we need to get back to base….make sure everyone is okay, and I'm sure you need to be checked out."

Indigo wrapped her arms around Peter, and she pinched his ass for a second.

"And you can check me out to make sure….I work perfectly," Indigo said.

Peter had to say, he wasn't completely opposed to it. He wondered if his pheromones worked on a machine, although to be fair, she was a part human.

And given the three girls who donated their DNA to her, it was obvious even without her programming why she was bound to Peter.

* * *

  
Jan found herself dressed in a button up silk blouse and a pair of blue jeans, with no shoes and socks. She stretched out, and allowed herself to be checked out by Indigo, while other superheroines and heroes made their way around Avengers tower.

"Sorry it's taking so long, Ms. Van Dyne," Indigo said. "We need to be for certain Ultron didn't leave any nasty surprises inside you."

The thought of Ultron leaving anything inside her caused Jan's stomach to turn. She always thought he was a little bit creepy, even when he was Hank's assistant, harmless. Weaponizing him and changing his programming might not have been the best idea in the world.

"I think you'll be happy to say he's gone," Indigo said.

"Good, I'll sleep a lot easier tonight," Jan said.

"All thanks to Spider-Man," Indigo said.

"Yes, Spider-Man," Jan said.

The heroine hoped to get back onto the field now it was obvious a psychotic robot got mad was responsible for killing Hank Pym.

"I wouldn't take all of the credit myself, you know."

Jan looked up and saw the friendly neighborhood web slinger standing there. She closed her eyes and tried to remain dignified. She refused to start gushing, in more ways than one.

"Oh, but, you deserve a lot of the credit," Indigo said.

"She does have a point," Carol said. She stepped into the room with a smile on her face. "So, how are you feeling, Jan?"

"I feel like my head has been stamped out by a bunch of elephants," Jan said. "Are you sure he didn't try and remove my brain? I know, he just tried to copy, but it felt like he tried to remove my brain and put it into the body. Speaking of which, did you recover….his bride."

Jan spoke the words as if they seemed so natural.

"We have recovered Jocasta, yes," Helena said. "We're keeping for observation, to ensure she doesn't go down the same road as Ultron. Although, I don't think we have to worry about it."

"You're the Huntress," Jan said. "And I guess you're able to give people a heart attack by sneaking up on them."

"It's never my Intention," Helena said. "It's a bad habit I got from my father."

"Right, your Dad's….the god damn Batman, right?" Jan asked.

"Yes, my Dad is the God Damn Batman," Helena said. "And I want to borrow Spider-Man. Don't worry, you'll get your chance to thank him later."

Was it just Jan, or did she have a certain amount of suggestion to the fact where she could thank Spider-Man? She didn't want her overactive imagination to run wild, but Jan figured as much. Her heart started to race as she took a nice look of his sculpted body.

 _'Must be because I'm so pent up after today,'_ Jan thought. _'He fills out the suit nicely.'_

 

Helena escorted Peter away.

"We're busy cleaning up the debris, but….you deserve a lot of the thanks for stopping Ultron," Huntress said.

"Believe me, I couldn't have done it without the help of everyone involved," Peter said.

"You managed to get the Time Gem away from him," Helena said. "Four down, two more to go, am I correct?"

Peter nodded, only two more gems down, but finding them was the think. Ultron gave off a lot of energy, some of it coming from the time gem. He hoped it wouldn't end up biting them in the end.

He would have to wait and see what happened now.

"So, how is the protocol going?" Helena asked.

Peter flinched at the word "protocol", and Helena leaned towards her, touching a hand to his.

"Wrong word for today," Helena said.

"Yes, wrong word for today," Peter said. "But to answer your question, my plans involving Thanos are going through almost without a hitch. I'm not going to lie, it's not going to be easy. The Fortress will be a big help, but if he brings an army, we're going to need all hands on deck."

"Well, the Avengers will be ready."

Carol turned up behind Peter. She made her way towards him and pulled up his mask.

"I can't believe a bastard like Ultron got the jump on me," Carol said.

"You were entitled to one bad night," Peter said. "It isn't your fault."

Carol responded with a kiss to Peter. She attacked his lips with hers. Peter placed his hands behind her back and ran it down her ample ass. She closed her eyes, feeling him squeeze her round, firm globes coming out of the back of her costume.

"Oh, Indy, it's too much!"

Peter wondered what his aide was doing right now.

"I shouldn't have left them alone," Carol said.

Peter made his way into the next room. Jan laid chest first on the bed, her clothes on the ground. Peter looked at her hourglass figure, with a nice ample ass, and long legs. Her large breasts pressed against the bed. She had no tan lines on her body.

Indy smiled and ran her hands down Jan's body.

"I believe Ms. Van Dyne needs to be relaxed after today," Indy said. "Would you like to help me get her legs?"

Jan closed her eyes, and experienced another set of hands running over her body. She felt so good.

Peter ran his hands over her gorgeous flesh.

"Oh, my hero, touch me in any way you want to!" Jan cried.

She didn't care, pent up, and horny, primal instinct overrode any common sense. Jan didn't want to overthink things, she just wanted to do. His hands made their way over her legs.

Peter watched, as her legs spread. His fingers daringly went close. He watched to see how wet she looked, how tight she looked. It caused Peter to stir a bit more.

Indigo continued to massage Jan's shoulders, enjoying the sounds coming from her mouth. She reached down and daringly placed her hands underneath Jan's breasts for a brief second.

"So good, both of you," Jan said. "I want you, Spider-Man, please…I don't even know your name, but I need you inside me!"

Peter ran his hands down her ass, and smiled, stopping at her. His pheromones ensnared another woman in the worst way.

"Oh, it seems like she's not the only one to need some tension released," Indy said.

Indy walked over and made her way towards Peter. Her soft lips pressed against Peter's, running them down his body. She closed her eyes, with a wide grin crossing her face.

"She's not the only one," Peter said. "What are you going to do."

"Put your fingers in her, and get in really deep. And I'll help you. I'm made to serve you."

The suit retracted on him, and Indy started to kiss down his chest and abs.

Carol watched the scene before him. She made her way over.

"Carol," Jan said.

"Figured I don't want to leave any part of you neglected."

Carol brushed her hands down Jan's top, as she viewed Peter's manhood being revealed. She kept her eyes on her friends toned body. Jan kept herself in good shape. Carol needed to run her hands over every lovely inch of her body.

Jan gasped as she experienced the web slinger's sticky fingers brushing into her core. He pushed inside her, making her experience so much better.

Indy smiled and opened her mouth wide. Her programming allowed her to adapt and adapt she did. Her throat expanded, allowing her to take Peter's full cock into her throat.

"Oh, you feel…so good," Peter said.

Indy looked at him up with her violet eyes as she blew him. She was the best combination of the technique of three talented girls. Peter threaded his hands in the back of her hair.

"You like this, don't you Jan?"

Carol played with Jan's breasts. She gasped.

"Why don't we flip you over to your front? You could see Spider-Man eating your pussy? Don't you want to see him doing it?"

"Yes!"

Jan screamed so eagerly Carol smiled of how infectious her words seemed. Carol flipped Jan over onto her front. The woman's legs spread and anticipated his tongue.

The sexy android sucking Spider-Man's large cock made Jan's moisture spill down her thighs. She couldn't wait to him his hunk of meat inside her body, stretching her out.

Peter leaned down, and looked at her pussy. He bit her nether lips, which caused a gasp.

"More," Jan breathed.

Peter suckled on her lips for a bit more. Carol's hands massaged Jan's breasts, forcing her hips to buck up.

The young man smiled as he spread Jan's legs, and used his tongue to delve deep. He massaged her thighs, encouraging her to lift her hips up. Jan wrapped her legs around his head, encouraging him to delve deep into her body.

"Fuck me with your tongue."

Indy swirled her tongue around his full length while taking him into the back of her throat. Peter almost lost it, but she stopped sucking him.

"I think we better save your cum for her….after all….she wants to thank you."

Peter spent a couple more seconds suckling on her nether lips and licking her molten service. Pulling back, Peter crawled on top of her.

Jan closed her eyes. The biggest cock she ever saw in her life threatened to slip inside her. Looking up with a sultry grin, she smiled.

"Give it to me big boy."

The web slinger teased her with a kiss, which Jan eagerly returned. She bit down on his lip, pushing her tongue inside his mouth. He pulled away.

He squeezed her breasts. His hands stuck to her breasts like they would stick to any other surface.

"Are you sure you're ready for this?"

"I don't care, don't tease me!"

Jan's pulsing pussy ached. His throbbing cock edged nearer her pussy. Jan lifted her hips, slipping a few inches inside her.

The woman's legs wrapped around her savior's waist and pulled him inside her. His cock slipped inside her pussy.

Peter closed his eyes to savor the feeling of her molten hot pussy. It wrapped around his thick tool. Peter held onto her hips and rose up. He speared down into her body, experiencing a slick sensation around his rod when she massaged him.

"So good," Peter said.

"Yes, I love you, fucking my pussy like that!"

Peter decided to increase his strokes. The nympho underneath him started to cry out in pleasure when his throbbing cock nailed all of the right spots. As usual, his spider sense proved to be more useful.

Jan thought she died and went to heaven. A sexual heaven where she thought she never wanted to leave. This big cock angel fucked her and caused her nerve endings to hum when he buried his thick rod inside her body.

"Oh, yes, Spider-Man, oh yes, oh god, oh yes, YES!"

Jan's moans increased as she pushed her nails into Peter's shoulder. His thick rod speared into her molten hot depths. She released him with her pussy, pumping his rod inside her body.

"Harder, fuck me, harder!"

Carol rubbed her pussy. She closed her eyes and played with her nipples.

"If only I had a vibrator."

"I believe I can assist."

Indy smiled and walked towards Carol. Her thighs spread, and Indy pushed her fingers inside her. She started to vibrate her arm, causing the pulse to rush down Carol's body.

"Just say when."

Carol thought she died from an overload of pleasure. Indy pushed her fingers into her depths and continued the vibrational settings. She pushed her hips up and down."

"Give me more, I can take…anything you can give me."

Jan rose her hips up, allowing her savior's cock to penetrate her body.

"I don't even know your name…but you're fucking me so good!"

A rush of pleasure exploded through Jan's body. Jan closed her eyes, experiencing the most amazing feeling in the world. A feeling which defied pretty much all description, with Peter picking up an intense pace within her body.

"Harder!" Jan said.

"My name is Peter….Peter Parker," Peter said.

He figured if he would fuck her, the least he could do was tell her.

"Oh, I thought so….not I'd remember it, with you fucking my brains out…suck my tits, Peter, it's a good spot, right there!"

Peter's mouth bit down on her nipples, and caused Jan to scream. Another orgasm continued within her and this one caused her to pass out from over stimulation.

Jan's pussy released Peter and he pulled out of her. Her shallow breathing indicated she was still with them, but had lost it.

"Go, Carol, you need to back up your teammate."

Carol smiled and stripped off her clothes. Her sexy body, shiny with sweat, made her way towards Peter. She mounted him, and pressed her breasts against his chest.

"I'm going to ride you like a stallion, stud."

"I'm not going to argue."

Carol pinned Peter back onto the bed and kissed him. The taste of Jan's pussy juices on his lips caused Carol to suck on his lips.

Her bottom lips sucked in his throbbing hard tool. Peter groaned as he slipped into Carol's sheath of flesh, feeling her wrap around him as she came almost all the way down on him. Her hot hips clenched him when she rose up.

Carol rose up for the briefest of seconds, and then brought herself down onto his hard cock, as well as she could manage. Carol clenched his rod, working him up and down. She refused to back off, accepting every last inch of his manhood inside her.

"Peter, you feel so good, I want to fuck you."

Carol's tight pussy stretched when his cock pressed inside her. Peter reached up and touched her breasts. He played with her nipples. This action drove her really wild with intense moans. Carol kept riding him up and down, bouncing on his thick rod.

"More, more, always more!"

Carol continued to bounce up and down on Peter's hard tool, pushing his throbbing rod into her molten hot depths. She wiggled her hips around him, bringing herself all the way down on him. His cock, trapped in her pussy, stretched her out something wonderful. Carol couldn't begin to describe the feeling.

"You're going to make me cum."

After his orgasm had been plucked away twice, Peter's balls stored an immense amount of cum. He thrust into Carol's body, touching her tempting tits with his roaming hands. She arched back, allowing him to play with her.

"Oh, I'd like to see you cum inside me. But, let me…."

Carol didn't finish her sentence. She lubricated Peter's thick pole, bringing her hips down onto him.

Peter groaned, her hips bounced up and down on his cock. She milked his throbbing cock with everything.

His balls exploded and sent his juices inside Carol. He launched his cum inside her body, splattering her walls.

Carol bounced up and down on him, making sure to drag every single last drop out of his aching balls. The heroine bounced more, feeling his hands on her breasts.

She slid off of him, cum dripping from her pussy. Jan rolled over, having recovered, and crawled towards her.

"What a mess."

Jan pulled herself between Carol's legs and started to lick her pussy juices. Peter watched the erotic display before him, and his cock twitched with hunger.

He realized Indy's hand wrapped around him, stroking him. The sexy robot smiled.

"Don't think you were getting off of the hook, without me getting a ride, big boy."

"Never," Peter said.

She pumped his cock. Her surface, slick, worked around him.

"Come on, then, insert your hardware into my drive."

Cheesy, but Peter would allow it. Especially once his cock entered her slick surface, which dragged him into her depths.

"Fuck," Indy said.

Peter never experienced anything as hot or tight as it. Her body molded against his cock, almost like he was being stroked by a well-oiled machine.

"Touch my breasts, they're as real as the rest of me."

Indy closed her eyes, and felt her master stroke her breasts. She experienced a tingle through her robotic body.

"Downgrading….pleasure centers….failure to comply," Indy said.

One hand felt up her tight ass. Peter groaned as her hot core pumped down on his cock. If he hadn't had his super powers, she would have turned his cock to dust with how hard he fucked her.

Fucking a girl who had the ability to crush a normal man's penis with her vagina hardened Peter for reasons he couldn't put his finger on. Jan and Carol eating each other out.

"Oh, you're going to have so much cum for me, aren't you?" Indy asked. "You love your next sex-bot don't you, Peter?"

"Yes," Peter said. "I love your tight little body."

"Mmm, and you know….I can pleasure you at any time of the day, and I'll never get tired," Indy said. "My battery is solar powered after all."

Peter had a few girls like this, but why get in a way of a good narrative? Indy's insides stroked him and Peter experienced a familiar feeling.

"Inside me, it's good….it will keep my boy nice and shiny….shoot your cum inside me!"

Peter's balls ached, with Indy stroking him. An invisible hand stroked his cock, and Peter could have sworn several very hot tongues stroked him.

The pleasure overload appeared to be too much. Peter buried his face between her warm breasts, and groaned.

Indy drained Peter's balls the best she could, forcing each drop of cum inside her tight snatch. She reared her head back.

She made sure to drain every drop, and was careful not to waste any of it.

"Hardware installation successful."

* * *

  
Across the universe, Thanos crouched down, placing a hand underneath his chin. The Terrible Titan allowed himself some movement. The energy signal coming from a certain planet looked to be stronger than ever before.

"Yes," Thanos said. "The Infinity Stones, they're near, I can feel it."

He could feel it, and almost taste it as well. Thanos's hand closed around the console. The gauntlet laid on the table. The gauntlet, on its own, whilst a remarkable piece of craftsmanship, was nothing, but a piece of jewelry.

All six Infinity Gems in his possession and enough power to reshape the universe.

The doors slid open. A tall woman with green skin stepped into position. She dressed in sleek black body armor which fit around her body. Her dark hair formed a seductive curtain around her face, but despite the seduction, her deadliness was known the entire universe over.

"Thanos," she said.

"Yes, Gamora," he said.

"The army is ready for your conquest of Earth," Gamora said.

"I should have no problem tearing apart the planet one piece at a time, until the humans on it surrender to me," Thanos said. "The stones will be mine."

His scanner picked up another heavy spike of energy. Thanos crouched down next to the scanner.

"Well, isn't this a coincidence?"

"What is?"

Thanos turned towards Gamora and paused for a long moment, before answering her question.

"One of the Infinity Gems has been tracked to the neighboring planet, the red one….."

"But, Thanos, don't the Martians have one of the most dedicated militaries in the entire galaxy," Gamora said.

"Yes, my daughter, they did," Thanos said. "But a war between the two races of Martians made the population become extinct. Take a team to Mars, and extract the gem."

"And what of you?" Gamora asked.

"I will head to Earth, and extract the four I have tracked there," Thanos said. "We will arrive in three orbital cycles. They won't know what hit them."

* * *

 

**To Be Continued on July 3** **rd** **, 2016.**

_Ultron is dealt with, but here comes Thanos. And Jan thanks Peter for his help, in style._

_See you next Sunday._


	83. Infinity Quest Part One

**Chapter Eighty-Three: The Infinity Quest Part One.**

* * *

Peter Parker propped himself up on a chair in one of the labs. He held in his hand the latest Infinity Gem, the time gem. Nearby in a secure area, three more Infinity Gems rested. All of them dangerous in their own ways, and all of them secured the best he could.

_'Why do I feel like I'm playing with hot fire in my hands?'_

When someone plays with fire, there's a pretty good chance they could get burned. His hand waved with the time gem in his fingers. The door slid open and Gwen stepped inside. She sat down next to him.

A long moment passed before Peter even acknowledged her existence. He turned his neck towards her in a pointed manner.

"Sorry, Gwen, I'm deep in thought, obvious I know."

Gwen smiled. She leaned and placed her hand on his shoulder.

"So obvious you look like you're on the verge of collapsing. You managed to defeat Ultron….and yes I realize you had help, but still, you played a big part of it. You know ,many more victories, and….you might be considered one of Earth's greatest heroes."

"Might be?" Peter asked.

Gwen shrugged. She tapped her hand on Peter's cheek. After planting a kiss on it, Gwen reached over to pick up a paper.

"Cracking into the elite of the elite isn't easy. I don't know how some of the Avengers manage it half of the time but they do, and there they are. You just have to take things one step at a time, and be the best you can be."

Kara slipped in the lab behind them. She took a seat down on the chair next to him.

"I'm sick of waiting," Kara said.

"Are you really?" Peter asked.

Kara considered Peter's question as clearly as possible. Was she sick of waiting?

"Thanos is out there, we know he's out there. SWORD is preparing to give him a rousing welcome. The leftover equipment left over from the Kree invasion will help us, but Thanos has technology the world hasn't seen ever. And he's called the terrible titan for a reason."

Peter heard the stories from Kara, from Alura, and from Lara. They would know better than anyone else. Brainiac's warning before he was destroyed.

"But, Earth has some of the greatest heroes for a reason," Gwen said. "We're not going to go down without a fight."

Kara's lips curled into a grin. She appreciated Gwen's passion for a number of reasons. She hoped Gwen would be on the ball for a number of reasons. And she helped upgrade some of their defenses, many of them key into the Fortress.

"And it's not like we don't have some heavy duty people who can go toe to toe with Thanos," Peter said.

He thought they should throw the Hulk at him, to see what happened. It might be enlightening to see what would happen there. Then of course Superwoman and Wonder Woman went toe to toe with gods in the past. Why not a titan?

"Diana, Claire, Karen…."

"You," Peter said.

"You," Kara said. "The more your powers have been evolving, the stronger you've become. I wouldn't be surprised if you're underneath Kryptonian power levels before too long."

Peter didn't know what to think about it. Gwen placed her hand underneath her chin, with a frown.

"You know, you have a point," Gwen said. "And Peter's strength is tied to how much sex he has…."

"Really, Gwen?"

"It's more than at theory, Peter," Gwen said.

"I would have to agree."

Jean Grey slipped into the lab. She dressed a white costume with a silver Phoenix emblazed on it. She crossed the room, reaching Peter. A knowing smile crossed Jean's face as she approached Peter. Her lips caught Peter's in an extremely hungry kiss.

"And we forgot the mighty Phoenix," Kara said.

Jean tried not to look too pleased at the term of endearment from Kara. Something about being called the mighty Phoenix brought a slick grin to Jean's face. She wasn't going to lie about how pleased she was.

"Well, I'm controlling my powers better," Jean said. "Hopefully I don't break the universe trying to stop Thanos."

Peter tried to lean in to give Jean the words of reassurance she needed. Only, a buzzing occurred.

Kara stood bolt up from her seat. Only one thing the buzzing signified. Peter pushed his way in front of Kara. Slamming his hand on the red button, the view screen Peter had with his direct line to SWORD popped up on the screen. The image of Carol appeared.

"So, it's time, isn't it, Carol?"

Carol's gratitude for the drop of any pretext reached a level beyond anything she could ever articulate.

"Yes, Peter, it's time. Thanos has been sighted on Mars."

A few questions entered Peter's mind. Namely, what Thanos wanted with Mars.

* * *

Thanos stepped onto the red planet. A once flourishing world full of one of the most advanced races in the known universe died out hundreds of years ago. As with many races, a civil war obliterated the people on the planet.

He walked towards the edge of the outpost. A scanner held in his hand and scanned for signs of life.

"It's deserted," Thanos said.

"Then the Martians may have left some items of value on this planet," Gamora said.

Thanos considered his daughter's words for a few seconds. His head inclined as he looked her into the eye.

"I won't deny the wisdom with what you're saying, Gamora," Thanos said. "Forward, to find the stone."

The searched for the green gem, the soul stone, which would allow Thanos to enslave anyone who tried to defy him. Many fools didn't understand his immense power without the Infinity Gems.

_'They will all pay.'_

Thanos broke open the entrance of a Fortress. The man stopped at the edge of it. Gamora walked up behind him.

"Is there something the matter, Father?"

Thanos turned around. Gamora knew enough to step back not to be stifled underneath his grasp. The eyes of the Terrible Titan averted themselves towards Earth. The man shifted his hands for a second.

"The orbiting space center, it wasn't there when we scouted."

Gamora noticed it as well. The woman's anger bubbled over to the surface. Thanos didn't even acknowledge the fact she was angry.

The Terrible Titan stepped to the forefront. His army was at his command, all he needed to summon them forth was a single gesture. The people of the Earth acquired more of a defense than he realized. It would hardly stop him.

The Infinity Gems shined in front of his eyes. Seconds passed before he determined what he needed to do. Turning around, he looked at Gamora.

"Continue the hunt for the Infinity Gem on Mars. I will go forward to Earth to collect the four we have tracked there."

Gamora wondered what had changed in the plan. She deduced it had something to do with the orbiting space station. She thought it offered no threat to Thanos, but far be it for her to question her leader.

Thanos didn't give her a chance to question. When he gave a directive, he expected something to be done.

Gamora turned her attention to what was once a prospering Martian village. She studied culture during the universe. The Martians lived side by side, but always a racial divide between the two alien races, the whites and the greens. They weathered the storm against numerous invading forces, but they didn't trust each other.

Something gave on one day, Gamora didn't know what. She walked through the rubble of the village.

The woman thought back to her own doomed origins. How Thanos located her in the rubble, took her in as his own daughter, trained her to be one of the greatest warriors the entire universe had ever seen.

People spoke to her in fear as the most deadly woman in all of the galaxies, among other titans. Gamora stood at Thanos's side, but there were times where his cruelty could be unsettling even to her.

His obsession with the Infinity Stones added another layer. Gamora explored the Martian village. She picked up a doll on the ground in soot. Could this have been belonged to some Martian child who dropped it in horror before the end?

It didn't really matter at the moment. Gamora dropped the doll on the ground and continued to proceed on.

She moved past an Earth rover which had been on Mars. She disabled it's sensors, and swept past it. Not it found anything, Earthlings had been late to the party with the entire discovering of life on Marts, about hundreds of years too late.

* * *

A ship arrived several hundred miles from where Gamora holed up. The modified Kree ship allowed them to navigate the treacherous Mars. In high tech space suits, Kara, Gwen, Carol, and Jean slipped out, with Peter following them.

"I can't believe you didn't know there used to be life on Mars," Kara said.

Carol smiled, what was common knowledge among the other people throughout the universe apparently didn't stick as common knowledge with the people on Earth. She shifted her weight back a half of an inch.

Peter stepped forward. Fascinated as he happened to be to learn the history of a planet which perished a long time ago, they did have a very important job to do. The young man stepped onto the treacherous terrain of the planet.

"The Soul Gem should be around here somewhere."

"Providing Thanos hasn't gotten to it first."

Kara tensed up at Gwen's statement. The other blonde relaxed for a moment, turning to Gwen, shaking her head.

"He hasn't, we'd know if he has."

Gwen took Kara's word for it.

"I'm calibrating the energy readings, we'll find it," Indigo said. Gwen held a portable computer connected to the master copy, which allowed them to be in communication with her. She coordinated defenses down on Earth. "Mars isn't what it used to be….and I know why….."

Indigo's words cut off. Peter tensed up for a moment. He heard a whisper and a scream of pain coming from deep within a village.

Peter made his way down into the village. He swept past the fallen statues, the falling buildings, and other pieces of debris.

_'Help me!'_

The sound of someone in distress prompted Peter to pick up the pace. He grabbed the side entrance of building, gripping his hands onto it. The young man pushed it open, causing it to crack open.

Peter lowered himself down into the building, with Jean following.

"I heard it too," Jean said.

Kara followed them. The high tech technology down here made her smile, but she couldn't get too hung up on geeking out. They did have a mission to go on after all.

They reached a room at the edge of the hallway, with stasis pods on the other end. Kara opened the door and several of the stasis pods sparked, with cracks in them. The decomposed remains of Martians turned her stomach. The once proud race tried to put themselves on ice in a desperate attempt.

Peter heard the distress signal coming from the pod on the end of the hallway. He gasped when he saw a squishy white figure pressed into the pod. Her eyes blinked, but the signs of life shown were extremely weak.

Kara stopped and noticed. One of the White Martians survived the destruction of the planet.

"Careful, she could be feral," Kara said.

"We need to let her out," Gwen said. "Do you think you can?"

Kara frowned, of course she could. She made her way to the panel and made the motions to carefully release the girl from the pod, hopefully she wouldn't turn to dust.

The woman exited the pod, with a couple of steady steps. She reverted back into this form to conserve on life energy, but it was not a pod she wanted.

"Eat, do you have something to eat?"

Her weak voice caused them to be taken back. Kara rummaged through her bag, and pulled out a package of Oreos.

"Sorry, all I have is these."

Kara handed her the Oreos. She ripped the package open and shoved the Oreos into her mouth to eat them. She ate the first one in a tentative manner, and tore into the next three in a ravenous manner. Crumbs flew to the ground.

Gwen watched, barely able to keep a smile off her face. Table manners might not have been something which had been taught well on Mars.

"Sorry, I'm hungry….and thank you."

She shifted from her white slimy form into a more appeasing form. Her hair turned into a bright red which shimmered in the light. Her skin turned green along with her eyes. She looked like an attractive teenage girl. Her large breasts bounced out, along with a curved slender waist, and wide hips, with long legs. All of it bare, which caused the group to stare.

"You must be from Earth….hang on, I've got an idea….."

She closed her eyes. A school girl uniform for lack of a better term appeared on her body. A white top fit around her breasts, showing her well-defined midsection without a hint of fat. A red skirt flowed down to her knees, and she shifted into boots.

 _'Technically still naked,'_ Peter thought, but he shook his head.

 _'You realize Martians are telepathic and she could hear your thoughts,'_ Jean thought.

"Who are you?" Kara asked.

"My name is M'gann M'orzz, I'm one of the last survivors of Mars….I may be among the last…the others….."

M'gann stopped as she noticed the pods. The young girl grew rather faint as she noticed the decomposed remains of her fellow Martians. She could scream in terror, but no sound came out.

"Do you think any of them may have escaped elsewhere?" Carol asked.

M'gann thought about it. She hoped so.

"The war left us devastated," M'Gann said. "Whites and Greens, both of us took down each other. It was like some kind of madness overtook us."

"War often occurs without good reason," Kara said.

She recalled the wars which decimated her planet, along with the mad General as well. Kara didn't want to think about how awful everything felt. She sympathized better than many about the terror M'Gann must have experienced.

"You were white when we arrived here, but you turned to green," Peter said.

M'gann bit down on her lip.

"I'm half and half, I have both White and Green Martian blood, I only stayed in my White Martian form because it was easier to survive….used up less energy….I don't know how to explain it…but I'm a freak on both sides."

Peter reached over and engulfed M'gann in a hug. She relaxed underneath his strong grip, closing her eyes.

He was so warm, and M'gann experienced a tingling feeling down her spine.

"You're not a freak….you're just a victim of long held prejudices….do you even remember why the Green and White Martians hated each other?"

"No," M'gann admitted.

Peter sighed, much like a lot of the wars on Earth, no one quite remembered how they started, but they hoped for a sudden end.

"And thanks for the hug, I needed it."

She slipped away, the desire to mate with this powerful young man slipping into her body. M'gann squashed it, not sure if it would be appropriate. Her knowledge of Earth was a few hundred years out of date.

"The data collector wiped the rest of us out, only about twenty of us made it stasis pods, and mine was the only one of those left."

Indy kicked to life.

"My ancestor wiped out the surviving Martians sometime before stationing himself on Earth. I'm sorry to hear of your loss, M'gann. I hope to make it right."

"We hope to help you in any way," Kara said.

"Well, do you have any more of the wonderful delicacy you gave me?"

She bit down on her lip quite cutely and stared at them.

"Wonderful delicacy?" Kara asked. "Oh, you mean the Oreos."

"Yes, those," M'gann said. "Do you have any more?"

"Not with me," Kara said.

"But, are there any more?" M'gann asked.

Peter thought she looked cute biting down on her lip, looking so hopeful.

"You know, if you can help us with something, you can have all of the Oreos you want," Gwen said. "You didn't happen to notice a small green gem anywhere on Mars, did you?"

* * *

Thanos appeared at the edge of the city. The people scattered like ants would. Thanos stepped in front of a lavish building.

He need not call his army, at least not yet. Thanos conquered worlds far more extravagant than Earth. Breaking their defenses shouldn't be a difficult endeavor at all. The Terrible Titan approached the edge of the building.

"Energy readings are high from behind these walls."

Thanos knew at least one, if not several, of his Infinity Gems waited for him on the other end the wall. He hit a barrier.

"It insults me."

Thanos prepped himself to rip the barrier down and force his way inside. The barrier rippled against him.

Someone nailed him with a full force of a punch. Thanos flipped over and smashed into an armored van.

He wondered if one of the humans threw one of their most powerful weapons at him. He looked up, to see a figure in the light. Her dark hair shimmered in the light, with blue eyes narrowed at Thanos.

"Who the devil are you?"

It mattered little, Thanos jumped up, only to receive another punch from another woman. She dressed in a combination of red, white, and blue, with a tiara resting on the top of her head, and golden bracelets glinting in the wind.

"So, Earth sends you two to fight their battles for them," Thanos said. "I'll crush you."

Wonder Woman heard this song and dance from vengeful gods in the past. Thanos rushed at her, and tried to nail her. Diana applied the time and tested tactic of not being in the way when the bad guy punched her.

Thanos tried to take her head off with another attack. She made her way behind Thanos and gripped him around the waist. Diana took Thanos to a one way trip to Suplex City. She sent him onto the back of his head.

The titan tyrant scrambled to his feet. Claire joined the battle, nailing Thanos with a series of rocket punches. He fired back with an energy blaster, but Claire dodged it.

"Do you think you can handle him?"

Claire answered Diana's question with a nod of her head.

"I've went toe to toe with Darkseid and Mongul, I'll be fine."

Diana knew Claire could handle herself. She wanted to be sure the other Amazons were in position. When Thanos's army came down, they needed an army in kind of combat it.

"You're one of the last survivors of Krypton," Thanos said. "Good, I'll make sure to preserve your legacy when I take you as a slave."

Claire heard the song and dance from many men. A common hazard of being an extremely powerful female super heroine was crazed rulers wanting to take her as their slave. Darkseid, Mongul, Ares, Vandal Savage, many others, the list went on and on really. Diana and her had a running competition of the really powerful evil men who tried to enslave them for their own personal fulfillment.

_'Add Thanos to the list.'_

Claire avoided Thanos blasting her with a stun ray. She knew sooner or later, he would call upon reinforcements. She decided to make his life suck a little more.

Claire nailed him with a full on punch to the face, which sent him flipping into the air. Thanos slammed hard into the view screen with J. Jonah Jameson ranting up a storm on it.

* * *

M'gann escorted them down a set of tunnels. She looked over her shoulder to the party which followed her. Primal instincts held down by her own self-control, the Martian turned around, smiling.

"We discovered it a long time ago….if it is one of the Infinity Gems….then you must….."

Peter's spider sense started to kick into high gear. A wall exploded. The dust settled in time to reveal a tall, beautiful, and dangerous dark haired woman with green skin. She dressed in tactical armor, holding an energy cannon.

"The Guardians of Oa were smart to hide the Infinity Gems on a backwater where my father couldn't find it."

"Father?" Kara asked.

"Thanos has a daughter?" Carol asked.

M'gann sensed something troubled about her. Jean did as well. The two telepaths realized they had the same thought.

"He took me in…."

"Likely after destroying your planet, because he has taken in child soldiers to train in the past," Jean said. "Thanos is pure evil….I can see it you know deep down."

"He's given me a purpose," Gamora said. "Hand over the soul gem, and I won't add to the high body count on this planet."

She looked serious.

M'gann turned towards her.

"You don't want to kill us," M'gann said.

"Martian witch, how dare you try and mess with my memories!"

Gamora blasted M'gann. She went intangible to avoid the attack.

She pulled another weapon out, revealing a miniature flame thrower. M'gann turned white at the sight.

"Martians don't like fire," Kara said. "I'll get her out of here….."

Kara found there no need to spring M'gann away. Peter webbed the weapon and yanked it out of Gamora's hand. He charged at her with a kick. Gamora dodged his attack and nailed him with a kick to the back of the ankle. She pulled out an energy blade, pressing it to his throat.

"Four on Earth, one on Mars, where's the other one…the mind gem?"

The group thought it was a good question. Peter broke free of her grip. Gamora pulled out two more blasters and started to fire at them.

The group realized they needed to keep the soul gem out of her hands at any cost.

* * *

**To Be Continued on July 10** **th** **, 2016.**

* * *

_Glad I could fit M'gann in before the end._

_And Thanos against Superwoman and Wonder Woman…..oh boy, the property damage, just the property damage._

_And our heroes take on Gamora on Mars, and she's not inclined to listen to reason. Things are getting wild as we head to the final seven chapters._

_Until next Sunday._


	84. Infinity Quest Part Two

**Chapter of the Week Voting is At the Blog. Kindly Vote.** http://webofchaos.blogspot.com/

* * *

 

 **Chapter Eighty-Four: The Infinity Quest Part Two.**  
Superwoman launched off to one side. The Woman of Steel smashed ribs first into an overturned cart. She watched as Thanos came down onto the back of her head. The dark haired woman grabbed the edge of the ground and forced herself to her feet. Each punch rattled her, and then he disarmed a blaster.

Wonder Woman used a lasso to grab Thanos's hands. Thanos staggered back, and Wonder Woman drilled him with a series of punches to the chest. Thanos buckled onto his knees, and Wonder Woman rushed him with a running knee to the chest. The sound of a crack could be heard when Thanos toppled over.

Thanos rolled over onto his back. His thunderous statement echoed.

"ENOUGH!"

The leg of Wonder Woman gripped in his hand forced her down to one knee with a huge snap. Thanos forced her down to the ground with the force. He pushed himself on top of her, ramming her face first into the concrete.

"You try my patience," Thanos said. The blaster in his hand touched the back of her head. "And if you're the best heroes Earth has to offer, than…."

Superwoman punched Thanos full force in the jaw. The impact lifted the Mad Titan off of the ground and forced him to land onto the ground.

Thanos rolled over. The fight stirred up his energy, but he need not forget the reason why he arrived at Earth. Thanos scratched and clawed his way to his feet. A grenade slid out of his wrist band and hit the ground.

An energy wave bombarded Diana and Claire. The two of them could not break the barrier.

"Now, you're out of my way," Thanos said.

Thanos stepped up to the front entrance of the building. The Mad Tyrant groaned, almost insulted by the poor security around the building. He raised his hands and slammed into the door.

The door crumbled underneath his hands and forced him inside. Thanos stepped inside.

Laser arrays retracted from the walls. They started to fire upon Thanos. Thanos raised his hand, in disinterest. The lasers bounced off his thick shoulders as he advanced towards them. His fist swung down and smashed the lasers, causing them to crumble.

"I don't have time for your games," Thanos said. "The universe is ripe for the taking. I will take it, and you will suffer the consequences for your defiance."

Thanos lifted the scanner in his hand. The scanner started to beep. The energy he sought lead him down to an elevator.

The Titan forced the elevator open. Backing off into the elevator, Thanos leaned back into it. He pushed a couple of buttons and made his way downward. The tyrant waited, impatiently, for the progress of the elevator.

' _Earth technology is incompetent.'_

"You thought you could hide it from my watchful eye," Thanos said.

He noticed the two heroines and any other allies they made stepping inside. Thanos didn't even bother to bat an eyelash. By the time they entered, it would be too late.

The Mad Titan waited with barely visible patience. The doors slid open to reveal his path downwards towards the lowest level.

A set of silver doors waited for him. Thanos placed his hands on the console and pulled it open.

The Infinity Gems lingered underneath his nose. Thanos crossed the room and touched a table where they set.

A flare of energy popped up. The voice of a young man popped in the distance which caused Thanos to stand up straight.

"Well, you're here, and you're after the Infinity Gems. Bet you'd thought they'd be where you'd think they are. But I'm not going to play the obvious game. Your scanner is good, but….we've known you were coming for months, Thanos. So we made sure to offer you a nice surprise. Should be able to hold you, until we can come and get you."

An energy beam started to fire up out of the wall. A paralyzing force shot from every conceivable direction and bombarded Thanos. Thanos closed his eyes, experiencing a jolt of energy when the beam surrounded his body.

The energy beam engulfed Thanos for a moment. A cage surrounded him, and forced him to remain immobile.

The Titan only allowed himself to be disturbed by what he experienced for a moment. He looked up to the heavens, crossing his arms.

"Bombard it."

An energy beam started to bombard the location where Thanos stood. It cut through the holes of the cage. A loud snap echoed and Thanos brought himself out of his containment cell.

With half of the dummy lab destroyed, the signal had been destroyed as well. The signal grew extremely weak, and Thanos tapped the side of his scanner.

"Increase the frequency," Thanos said. "And keep our friends occupied…they won't be allowed to leave if I have anything to say about it."

Thanos prepared to track his infinity stones one more time. He left the smoldering wreckage with a shadow of a grimace of his face. Leaving the wreckage happened to be a normal event for Thanos, as he reminded himself constantly.

* * *

  
Spider-Man landed head over heels onto the ground from the heavy impact. She sure packed a huge punch and Spider-Man's ribs were feeling it, despite the enhanced strength.

Carol moved with super powered speed. Gamora flashed out of the way with a teleporter on her armor. She started to hit Carol with a series of punches.

"A Kree, figures," Gamora said.

Carol avoided a chunk of debris flying at her. The heroine drilled it with her fist, causing it to crack underneath the impact.

"Kree-empowered actually."

"Whatever you are, you can't match my power," Gamora said.

The deadliest woman in the galaxy for a good reason. Gamora alternated between hand to hand, and firing two guns at her enemies.

"If you really wanted to kill us, you would have killed us by now," Spider-Man said.

The web slinger avoided her attacks.

"If you'd kept your mouth shut so I could get a clear shot…."

Spider-Man flipped over her head. He watched out of the corner of his eye Gwen sliding in and nailing Gamora flush in the face. The web slinging heroine delivered a series of rapid fire punches, stunning Gamora with each individual attack.

"I know the look in your eyes, you're lost," Gwen said. "Maybe we should knock you back to Earth, but…."

Gamora dodged behind the pillar and scrambled up a set of stairs. She managed to gain the high ground. She aimed her blaster and caused the group on the ground to scatter. Most of the people on the ground had the ability to fly, which prevented them from falling down on another level.

Spider-Man being the notable exception to the rule, but Flamebird grabbed him and prevented him from landing on the ground.

"After all we've been through, do you really think I'm going to let you fall?" she asked.

Spider-Man smiled. He would hope she wouldn't let him fall.

M'gann leaned back into the shadows. After being in stasis for so long, the battle overwhelmed her. She walked up a set of steps.

 _'If only I could get into her mind, and try and reason with her,'_ M'gann thought.

Gamora fired a stun grenade towards Jean. Jean screamed as the grenade toppled her back. The telepath almost fell, but Ms. Marvel caught her.

M'gann floated over, avoiding a fireball. She lost her intangible powers for a brief second. The young Martian hovered on the ledge, trying to keep herself up on it. One loss of balance turned things around for the worst if she slipped and fell.

Spider-Man wrapped a line of webbing around the wall and pulled himself up. He grabbed M'gann around the waist and swung her out of harm's way.

"I'm a liability, I'm sorry, I can't do anything right," M'gann said.

"No, you're not, you've just lost your confidence," Spider-Man said.

M'gann took a second to calm her nerves down. She pressed herself against Spider-Man.

"She woke up the Phoenix."

Gamora hated when things didn't go her way. She activated the shield on her armor in an attempt to block the great cosmic power from running her down. She flipped out of the way of the blast which connected with the wall.

A silver orb protruded out of the wall. Gamora studied it for a second, and pushed it in.

The lab released a thick cloud of gas, forcing them to scatter.

Kara grabbed Gwen and Jean, and pulled them out of harm's way.

"I'm going after her!" Spider-Man yelled.

M'Gann shifted her form to make sure her lungs blocked out the toxins from harming her body. When finished, the young Martian pushed herself down into the ground, right next to Spider-Man.

The Martian watched as the spider dropped down onto the ground. The two of them waited several seconds to regain their bearings. M'gann gasped when she realized where their journey took them.

"I can't believe it; I thought this place would have collapsed," M'gann said.

Spider-Man didn't see sight of Gamora. He pulled out the scanner, which hopefully would lead him to the soul gem. He sensed how close they were. He turned to M'gann for a second, mouth at the ready.

Almost as if she read his mind, likely because she did, M'gann answered his question.

"The White Martians used this place for their experimentations."

Peter tensed up for a moment. M'gann understood something, and didn't need to delve too far into his mind to do so.

"So, have you had some bad experiences in a lab?" M'gann asked.

Peter paused and considered her words for a second.

"More like some Sinister experiences, but never mind, we're close."

The race continued, and Peter prepared himself to beat Gamora from gaining the soul gem by any means necessary.

* * *

  
M'gann's sympathy rose to a new level as she walked down the tunnel. The woman she hunted, her mind was a muddled mess. She understood what it was like to be trapped between two words. Being a half white Martian and a half green Martian, the conflict washed over M'gann all of the time. What side was she on?

The Greens considered her to be bad, and the Whites considered her to be a freak as well, so the mistrust happened. M'gann appreciated the few people who treated her like face value. It didn't matter what was on the outside, but what was on the inside.

The woman crept around the corner, and looked towards him.

"The Infinity Gems, they're real?"

Spider-Man turned around to her. M'gann slipped back a step, worried she offended him in some way. Her heart hammered a half of a beat against her chest. The young man placed his hands over hers.

"They're real."

M'gann chewed down on her lip, leaving an imprint. Bad habit to make, but it was one she had none the less.

"If Thanos gets them, we won't have a universe to worry about them."

Spider-Man stood on the edge. He could see someone moving in. The tunnel behind them started to cave in.

His spider sense kicked in at the last possible moment. He gripped M'gann around the hand and pulled her out of the way. The hybrid Martian gripped into Spider-Man's arm, holding them up.

_'And there goes the way out.'_

 

M'gann flushed for a second. She figured it may have been normal to communicate through telepathy on Mars, but not on Earth.

"I'm sure there's another way out," M'gann said. "And I swear I didn't mean to read your mind….if it offends you."

"Having a pretty girl inside my head…there are far worse fates."

Before Spider-Man could see if M'gann could turn red in addition to white and green, a loud rumbling sound was heard from beneath. He pushed away from her. His tracker started to blip. The web slinger hovered over the top of the item in question.

Gamora looked up from a table she overturned.

"Now, having a temper tantrum when you don't find the toy you want isn't becoming of you."

The woman's gaze burned into Spider-Man's face. She withdrew a gun from her side, but Spider-Man webbed onto it.

"You just don't know when you stay buried!" Gamora yelled.

Spider-Man shook his head. The anger coming from her bubbled over. So intense and so much, but Spider-Man needed to keep his eyes on the prize.

She kept blasting him several times. Gamora busted a large pod behind him. M'gann's eyes widened in horror.

"Spider-Man, look out!"

The pod exploded and released a cloud of yellow dust, engulfing both Spider-Man and Gamora in the sticky contents. Both of them started to cough.

Spider-Man launched Gamora into the wall in the confusion. He shot a series of web lines at her, binding her against the wall.

M'gann walked over towards Spider-Man. He staggered around, before he collapsed to the ground.

"Spider-Man, you need to focus," M'gann said.

"What is happening to me?" Spider-Man asked. The entire world swirled around him and he could barely make sense of anything going on around him. Time continued to tick on by and he didn't have the slightest clue why.

"You were doused with Martian pollen," M'gann said. She pulled him to her feet, with a shifty smile on her face. "I'm not entirely sure what effect it's going to have on Earth people, but it can be a very powerful….."

Gamora ripped her way from the wall. The woman charged Spider-Man and knocked him away from M'gann. She almost speared him through the wall.

"You son of a bitch, what did you do to me?"

Gamora shoved him against the wall with a primal growl. Spider-Man experienced a tingling feeling in his abdomen. Gamora's hot body pushed this far against him caused him to be rather light headed indeed.

"What did I do?" Spider-Man asked. He started to cough, with Gamora pulling her nails on either side of his face.

He didn't know whether or not she was going to rip him apart. Instead, Gamora did the one thing Spider-Man should have expected, given his immense experience.

Gamora pried open his mouth and shoved his tongue in. Her hands molested his body, and rubbed against him, in an attempt to get some kind of sexual relief.

M'gann tried to keep her head above water. She needed to focus, and explain to him. The Martian girl raised her fingers and turned them around her nipples, tweaking them. She panted with her eyes flooding over.

The young man before her started the release some heavy duty pheromones which didn't really help with matters.

"Spider-Man….the pollen is a heavy duty aphrodisiac….if you don't have sex….if you don't sweat it out….it will cause your nervous system to shut down, and it will be painful…so painful….you don't have any idea."

M'gann started to rub her nether lips in an attempt to get some relief.

Gamora bit down on Spider-Man's neck and rubbed his abdomen with her hands. She experienced her pleasure when she realized his rod grew to full mast.

"Well, you have some uses," Gamora said. "But, you better know how to use it. This is your fault."

"Hey, lady, you were the one, blasting me."

Spider-Man pushed out, and backed her against the wall. He became so painfully hard he couldn't even concentrate on anything but what was in front of him.

He tore off her armor in a frenzied lust. With a smile on his face, with her body dripping with sweat, and other fluids, Peter took the plunge.

Peter brushed his cock against her slit. Her horniness almost sucked him in.

"Fuck me, or I'll remove it!"

Peter shook his head, and he grabbed Gamora. He pushed his mouth down onto one of her green nipples. The young man pushed his cock into Gamora's tight snatch, stretching her out.

Gamora's pussy clenched him, using her vaginal muscles to milk him into place.

"If you want it rough, I can give you rough."

Gamora's firm muscular legs wrapped around Peter's waist, to hold him in close. The young man started to thrust his way into her tight body hard.

"Yes, no weak, gentle, sex! The Martian said sweat it out, so sweat it out!"

Peter plunged into her body. Her pussy juices made him want to fuck her so hard, he could taste it.

M'gann closed her eyes, sitting down. She watched Peter's long, strong, manhood push into Gamora's tight pussy. She experienced bliss when she mentally locked onto Gamora's thought patterns.

The Martian survivor copied the motions of Peter's cock with her fingers, jamming them inside her pussy. She wiggled her hips up and down, pushing them into her depths.

Peter held onto Gamora's legs and plowed her center. Her wet pussy engulfed his rod, pushing it into her.

"YES!"

Gamora scratched his shoulder. She encouraged him to drill her pussy hard. The young man hammered her to one of the most intense orgasms she ever felt.

Peter sank his fangs down onto her neck, acting as more fuel to the fire. Gamora thrust her hips forward, taking his entire length into the depths of her body.

"Wreck me, make me sore, make me feel you inside me in the morning!" Gamora shouted.

Peter held onto her hips and started to slam into her. His hips crashed against hers with an immense force.

Gamora came again, but she showed no signs of slowing down. The moans of the young Martian prompted her to thrust her hips up to engulf even more of Peter's throbbing rod inside her tight body.

"GIVE ME YOUR COCK!"

Peter slammed himself into her. He buried his cock in her pussy. Her sexy green body shined with sweat. He took her breasts, squeezing them.

"If you like it rough, well you're going to get more than you've bargained for!"

Peter hammered Gamora. Gamora thrust her hips up, engulfing every last inch of Peter into her tight, snug pussy. He grabbed her tits with his hands, squeezing them.

The harder he squeezed, the more her pussy enveloped him. Peter reached around with the tendrils of his suit and worked them into her ass.

Gamora panted at the duel sensations. Her horniness increased to an entirely new level as the young man plowed into her.

"Make me yours, give me your seed!"

Gamora pushed her hips towards his pelvis, burying his cock inside her. Her pussy clenched him, not wanting to give up on his cock.

Peter pushed himself deeper inside her body. Her willing cunt squeezed him, trying to milk him all of the way.

"Please, oh, fuck me."

M'gann created her own tendrils through her shape shifting powers. She started to push them into her holes, becoming increasingly more daring with every shift into her body. She started to breath when all of the tendrils pushed into her body.

"In a second," Peter said.

M'gann's hips jumped, and the hybrid Martian waited for her turn. She wanted Peter to ride her into the ground and make her his.

Gamora wasn't too ready to relinquish, but with each thrust, her resolve ended a little bit more. He thrust deep into her body, hitting the pleasure points.

"You're going to have to break sooner or later."

Gamora tried to push her hips forward, refusing to break, refusing to give in. She refused to accept any kind of defeat. Peter hammered her pussy with deeper thrusts yet. She walls closed in on him.

"Won't break, won't give in….fuck me harder."

Peter rammed his thick rod into her tight body. Her juices lubricated the insides. He held her hands behind her back and pumped into her body.

He brought himself to the edge with a couple more hard thrusts. Gamora's hips pumped up around him, dragging his cock inside her body. All twelve inches plunged into her depths, and Gamora saw stars.

His seed spilled into her quim with a few more thrusts. Peter slammed into her. Her pussy muscles grabbed onto his thick manhood.

She released him, with Peter having expelled a load into her pussy. Gamora slumped against the wall, fluids dripping from both sets of lips as she dropped to the ground.

M'gann's nipples became hard, her pussy dripped wet. She rose up to her feet, and tackled Peter, almost nailing him against the wall.

Peter's cock became hard, as he slipped inside her pussy.

"You're…so fucking tight," Peter groaned.

He thrust his cock into the tight Martian pussy before him, savoring each moment. He leaned down, and kissed M'Gann on the lips. Her legs wrapped around him.

Peter walked her over to a cot area and placed her down. Her pussy released him.

"You're beautiful."

He started to kiss down the side of her neck, causing M'gann to shiver.

"Nice, but I really want your cock. You wouldn't want to disappoint me, would you, Peter?"

The girl bit down on her lip. Peter decided if the lady knew what she wanted, he would give her what she wanted. He lined up his cock with her tight quim and pushed inside her body. M'gann spread out her legs to accept his long rod inside her.

M'gann closed her eyes and experienced his cock slide into her. Each inch caused her hips to jump and made it shove just a bit more.

"You're so big," M'gann said.

Her pussy relaxed around him. Her pussy, already wet from the previous stimulation, hugged Peter's rod. It touched every inch of her. M'gann breathed, feeling so loved.

He kissed her lips one more time. She pushed her tongue between his lips, as the young man above her straddled her and shoved his cock within her nether regions.

"Seems like you need to sweat it out as well," Peter said.

"I didn't get as big as….oh, yes right there!"

Peter nibbled on her neck and licked behind her ear. He ran his hands down her legs as well. All of these touches drove M'gann wild.

The sweat little Martian turned into a nasty hellcat in the bedroom. She encouraged his cock to enter her pussy, wanting even more.

"YES!" M'gann yelled. "Fuck my pussy, make it….YES!"

M'gann screamed at the top of her lungs. She clenched Peter and released him, making sure he gained an ample amount of momentum when he drove his thick cock inside her willing body. His thrusts made her scream harder yet.

"Damn, M'gann, oh damn, you really know how to push my buttons."

M'gann summoned the full force of powers. She made her pussy super tight in an attempt to blow the young man's mind.

"Anything you want, it's the perfect fit. I'll be the perfect fit for you. Anything you want! As long as you keep giving me your love, I'll be loyal to you. Thank you, thank you, love me!"

M'gann used her legs to make sure his cock didn't stray too far from her needy pussy. He thrust deep inside her, hitting all of the pleasure points which caused her to squeal.

Peter experienced his balls growing heavy. Sooner or later, something would have to give. He held onto M'gann's legs, and gripped her ass. An increasing pleasure filled him as he reached the end.

"I'm going to do it, I'm going to pop if you're not careful."

M'gann enclosed her pussy muscles against his strong rod. She milked him. His mouth found her breasts and it caused her to clench him even further.

"Oh, I don't want to be careful. Give me your seed…mark me as your own. I need to mate, I'm burning up if I don't….MATE WITH ME!"

The young man who had a lot of women proved to be a very attractive mate to the survivor of Mars. She came extremely hard, and he followed seconds later.

Peter's balls exploded, and sent a steady stream of cum into M'gann's pussy. Her pussy accommodated him, so he could spill his entire load into her.

The young man pulled away from her. M'gann reached into her pussy, and scooped the cum from it. She pushed her fingers into her mouth, her red hair draping her sweaty green face.

"Mmm, so good."

* * *

  
Kara paced around, doing her best impression of a caged animal. Actually, she didn't pace as much as she hovered back and forth above the ground, picking up an insane amount of momentum when she kept passing over the ground.

"It won't do any good," Carol said.

Jean closed her eyes seconds later and looked down at the collapsed tunnel. She didn't even know the damage.

"Peter should have come up by now," Jean said. "I can't…"

"You can't get a fix down there, can you?"

Gwen kept one eye on Earth and one eye on Mars. They lost all radio contact with Earth, not really a good sign as far as anyone was concerned.

"Is this the darkest hour?" Kara asked.

Jean sensed some thoughts which were clearer than the primal buzzing she heard earlier. Hope sprung eternal. The redhead was about ready to tear up Mars in an attempt to locate Peter and M'gann and Gamora as well.

Gamora made her way from the underground tunnel first. She stared them down.

"My master approaches."

"Shit, Thanos is here," Kara said.

"Actually, no."

Spider-Man turned up out of the tunnel. All of the girls experienced relief, as Spider-Man stood side by side with Gamora. M'gann turned up after a few seconds, standing next to Peter. She intertwined her arm with his with a smile on her face.

Gwen took a moment to reconcile what happened in her mind. Actually harder than it looked. She almost descended into a string of immense babbling. One word overrode all over the others when she spit it out.

"How?"

Spider-Man stepped towards her. He was glad to see all of the group was in one piece after the stunt Gamora pulled.

"Well, there's a funny little story about Martian sex pollen," Peter said.

Gwen shook her head. The very notion, well it was absurd. Absurd in any other profession, but there's, and in the land of the super heroes, it made all too much sense to be honest.

"You couldn't go to Mars without picking up two more, could you?"

Kara jumped in front of Gwen. The heroine grinned as she looked towards Gwen.

"We would have been very disappointed if you didn't," Kara said. "And I'm sure, Gwen agrees."

"Yes, of course I agree," Gwen said.

Peter laughed. The young man thought today's venture looked to have gone for the best. Now, there was one more thing.

"The soul gem, did you find it in the middle of your romp down there?" Carol asked.

"Actually, yes," Peter said.

The green gem shined between his knuckles. Like all of the other Infinity Gems, the great power which came from it needed to be wielded with great responsibility.

"And there were five," Gwen said. "We lost all contact with Earth…which isn't good."

"We're going to have to head back," Carol said.

"Thanos is already on Earth, searching for the other four."

Peter figured about as much, and Gamora was compelled to take him.

"Are you willing to help us?" Kara asked.

A part of her would be glad to have such high-end help, because it was better than the alternative of getting their ass kicked by Gamora. A part of her was skeptical of such the turnaround. Chalk it up to some bad experience, but Kara didn't know how deep Thanos's manipulators run.

 _'For the record, I think her turn around is pretty genuine,'_ Jean thought.

 _'And I'll have to say she is,'_ M'gann thought. _'She went through a really hard life, you just have to….well you have to almost feel sorry for her. Other than the trying to kill us part, but…you have to understand the circumstances.'_

 

Peter understood at the moment. Deciding to take advantage of Gamora's good mood, Peter asked one simple question.

"What are we dealing with against Thanos?"

Gamora took a long second to consider Peter's words.

"You're going to be dealing with an enemy which is going to rip you apart, and your planet to get what he wants," Gamora said. "You better be able to fight with your final breath."

"We have five of the six though," Spider-Man said.

"You have them, but only one who is truly worthy can truly master the Infinity Gems."

Jean decided to drop one question.

"And what makes Thanos think he's worthy?"

Gamora didn't answer the question. The group made their way to the ship, to head back to Earth.

Spider-Man's spider sense started to flare up. The flare up only lasted for a second when an immense force bombarded them down.

The web slinger slammed into the ground, leaving a dent in Mars. Jean turned around and screamed in agony when something bombarded her mind. Her powers flared up and launched the rest of her party down to the ground.

The soul gem slid from Peter's hand. Despite the fact the attack lit every single nerve ending on his body on fire, he needed to get to the soul gem. He crawled towards it, but a large foot stood on his arm, preventing him from grabbing it.

A large hand reached up and threw him halfway across the field on Mars. Spider-Man crashed to the ground, the wind having been knocked from his body.

Thanos made his way over and picked up the green Infinity Gem. He slid it inside the gauntlet with a prominent click. The gem added to the other five.

Wait, Thanos found the other four, despite the security.

"I will spare your planet, because I need amusement, and the fight the defenders on it put up amused me," Thanos said. "And I have a universe to reshape."

Thanos opened up a portal. Peter pulled himself to his feet, with Gwen and Kara following him.

The rest of the party on Mars were left, for where they didn't know. Gamora pulled herself to her feet, and looked grim.

"Thanos will crush them."

Jean didn't know where in the universe they could have gone. She couldn't reach them, at all.

* * *

  
**To Be Continued on July 17** **th** **, 2016.**

* * *

 

_Martian sex pollen, yes, I went there. But hey, Peter lives the dream of many of Sci-Fi geeks by having a steamy three way with two green skinned space babes. So, there's that._

_And Thanos has his hands on the Infinity Gems. Because, of course he does, because I feel like I'm channeling my inner Deadpool by explaining that's how these things normally happen._

_We're heading in for the final six chapters._

_Until next Sunday._


	85. Infinity Quest Part Three

_Chapter of the Week Voting is At the Blog. Kindly Vote For At Least Three Chapters. http://webofchaos.blogspot.com/  
_

* * *

 

**Chapter Eighty-Five: The Infinity Quest Part Three.**

* * *

For a minor planet, Earth packed a punch with some of their heroes. Thanos left an invading force on the planet as a distraction while he hunted for the Infinity Gems. The six gems appeared on the Infinity Gauntlet.

A wind storm swept around the terrible Titan, the further he walked into the picture. He stood, arms behind his back, and peered out into the distance. Power radiated through his eyes. No one could quite understand the abilities the Terrible Titan achieved.

"For centuries, I've hunted on the quest for the Infinity gems. The Guardians of Oa and their Corp ripped them away from me. They hid them in the one sector where they thought I could not find them."

Thanos hit a button to record his progress for public record. The tyrant peered out into the universe. Hands put behind his back, he noticed in the distance, worlds ripe for conquest.

"And it turned out, in my darkest hour, I assumed they were out of reach. They were the viable components to complete my life's mission. World after world fell underneath my foot, but nothing could fill the void. No matter how many races begged, to avoid annihilation, it was meaningless."

Thanos used his great power to construct a fortress. This asteroid didn't look like much to an outside observer. Unless one considered the potential it allowed Thanos to tap into, being his base of operation.

Brick by brick, Thanos assembled his operation. He stood at the top of steps, putting him above the fortress.

"Some of the strongest, I've taken into my employ, and trained them. Some failed to stand the test of time. While others grew to be stronger. A couple had names nearly as infamous as my own."

Thanos's mouth curled into a knowing smile. They nearly became as infamous as him. The jagged edges of his palace appeared. He slowed down time and space enough to allow him ample time to construct his project.

"Perfect."

Thanos pulled himself from the monologue to look at his exact double. A statue rose above the ground. He would give gifts to the woman he sought, in the form of more destroyed races. More damned souls sent to her very feet. Destruction would occur, with life being snuffed out. Then, Thanos would be freed from the shackles, and the two could join together.

"Despite the infamous name, none could match me in power. And I will continue to rise to a new level. The power of the Infinity Gems will allow me to crush anyone in my path."

Thanos raised one hand in the air, causing the Infinity Gems to sparkle.

"Earth's greatest heroes….they couldn't match me. Let's see what the universe has to offer me."

Thanos motioned for a warp to open. His ship settled down on the edge of the planet. The tyrant stepped towards the ship and allowed it to open up.

His troops unloaded equipment to add to his palace. Worlds appeared bright for the conquering.

"It matters little if anyone tries to come and stop me," Thanos said. "Earth was merely a warm up….I'd welcome their attempts to challenge me."

The silent minions Thanos brought to the planet moved past him. Thanos made sure to record his plan for future reference.

"Phase one was to find the Infinity Gems. Phase two was to locate a new base of operation…."

"Oh, is phase three getting your ugly purple butt kicked?"

Thanos turned around at the sound of the insolence. The one known as Spider-Man showed up in front of him. He had been followed by two others, but they were insignificant.

The tyrant laughed at the three of them. Their brazenness amused them.

"I conquered armies without these gems," Thanos said. "What hope do you assume to have with them?"

"You know, I don't know, but….why don't you drop the gems and see who the stronger one really is?" Spider-Man asked.

Thanos never ceased to have the slightest bit of amusement from humanity. All the people on Earth thought themselves to be more special than they really were. Thanos proved they lost all sense of themselves.

"You located the stones and kept them away from me away from a short time. Such intelligence is not meant to be wasted."

* * *

  
Some time earlier, Spider-Man landed on the ground. His entire head pounded like a bongo drum. Flamebird and the Goblin Queen dropped onto the ground on his other side. Spider-Man collapsed to one knee and took a long breath.

"Okay, we went through the portal, and we didn't get turned inside out," Spider-Man said. "I have to say, I'm feeling pretty good about myself right now."

"I wouldn't pat yourself on the back just yet," Flamebird said.

She experienced anger. All of the security they put into protecting the Infinity Gems and Thanos tore through it like tissue paper. They lost all contact with Earth, none of them knew where in the universe they were.

"Keep your cool," Gwen said.

Kara turned towards Gwen. The girl didn't say anything, but she lost her cool a long time ago as far as she was concerned. The woman's breathing escalated as she curled a set of fists to one side.

"Okay, we have to find Thanos," Spider-Man said.

"Yeah, find him, and kick his ugly purple….well he just….."

Kara stopped and stared. A large alien ship landed down on the planet. The minions of Thanos exited the ship. The man himself stood in front of an imperial palace.

"So, the Infinity Gems, their power is infinite?" Gwen asked.

"Yes," Kara said.

Gwen and Peter locked eyes with each other. Both pretty much thought the same exact thing.

"Well, we can't just turn around and go home," Gwen said.

"He did say he'd spare Earth," Peter said.

"Yeah, only because it amuses him," Kara said. "He's awful, the moment his amusement ends, you can kiss Earth goodbye."

The three of them crept into the shadows, careful to avoid detection. Thanos wrapped up his monologue.

"Is he trying to take over the world, or give his life story?"

Flamebird, Spider-Man, and the Goblin Queen crept into position. Thanks to the sudden flash of energy, only the three of them made it through the portal. They would have wished to have help from the Phoenix or maybe even Gamora, because who knew Thanos better than her.

_'Going to have to make with what we have, because we have no real choice.'_

 

The thought crossed Spider-Man's mind as he made his way closer to Thanos. If he didn't have the Infinity Gems, he had an army. If he didn't have either, the man was still pretty dangerous in his own right.

"The first phase is to have the Infinity Gems, the second phase is to have a base of operations….."

Spider-Man could not resist jumping in and making sure he made himself heard.

"Is the third phase we kick your ugly purple butt?"

Thanos turned around slowly. Flamebird shivered. The tyrant stared them down and gave them a look like he did to many people before he utterly destroyed them. She wasn't going to lie, intimidating spread through her body the moment he stared her down.

Then, Thanos laughed, he laughed at them. The three heroes wondered if this was a good sign or not. On one hand, he had gone completely and utterly around the bend. On the other hand, well, was there any good reason for him to laugh?

Spider-Man prepared to ask what was so funny, not realizing Thanos drew in a breath and beat him to the punch.

"I conquered armies without these gems," Thanos said. "What hope do you have to defeat me when I have them in my possession?"

Spider-Man couldn't help, but feel a little bit daring. Not too much, just a little bit, but he still tried to hold his head up pretty high.

"Why don't you drop the gems and find out, Thanos? If you're man enough to do so."

Thanos looked at Spider-Man for a few seconds. Spider-Man's spider sense didn't go off, which made him wonder.

"You were intelligent enough to find and hide the gems, at least for a short time," Thanos said. "Such intelligence shouldn't be wasted."

Spider-Man blinked as he stared down Thanos.

"What are you trying to say?" Spider-Man asked.

"Join me, Spider-Man, and together we will be a formidable force," Thanos said. "I will spare your planet, your people, and the two of us, with the help of your allies, will conquer the universe together."

The webs slinging hero stood up proud to face Thanos.

"Forget it, I'd rather fall at your feet than stand by your side."

Thanos raised the Infinity Gauntlet. The red gem glistened in the light. The power gem, the least powerful gem of them all in his mind, would be sufficient enough to wipe them out.

"Then so be it!"

Thanos fired a blast of energy from the Infinity Gauntlet. Spider-Man, Flamebird, and the Goblin Queen dodged the blast of energy.

The Goblin Queen lifted a large chunk of rock off of the ground with her telekinetic powers. She summoned all of the strength possible and launched it at Thanos. Thanos plowed through the rock like it was nothing, and knocked her down.

Flamebird rained down a series of punches on the back of Thanos's head. An energy bubble locked onto her, and propelled her off.

"You don't understand the power I wield."

Spider-Man fired the venom blasts at Thanos. Thanos staggered half of a step back. Spider-Man tried to nail him with a stinger.

He lifted the gauntlet and used the time stone to slow Spider-Man down. The web slinger's attacks rebounded back at him from his attack.

The second volley of attacks, Thanos avoided them easily, because he already knew they were coming. Spider-Man dodged a blast from the soul stone. The blast of the souls stone followed him around.

The web slinger made the soul stone blast chase him around. His heart started to beat harder into his chest.

He webbed onto one of Thanos's statues, and scrambled up it. The blast finally canceled itself.

Spider-Man detached the statue from the base.

"Have to say, I like the uncanny resembelance you made, Thanos."

He toppled over the statue. The statue toppled over towards Thanos in an attempt to crush the Terrible Titan. Thanos lifted his hand and blasted his own statue.

"You will be crushed like the insect you are."

"Seriously, does anyone get a good education anymore?" Spider-Man asked. "Spiders are….."

Kara picked up one of the ships of the invading force and hurled it at Thanos. The ship burst into flames as it launched through the air at their enemy.

Thanos teleported the ship out of harm's way with a mere gesture of his hand The ship flashed out of the way.

"Kryptonian, you amuse me, like the other one. You think you can….."

Kara used her super breath to knock Thanos off guard. Gwen came in from one side, and Peter came from other side. They made a mad dash for the Infinity Gauntlet to try and rip it from the arm of Thanos.

Both of them bounced off of him like a ping pong ball, landing onto the ground with a solid smack. The wind knocked out both of them.

"It was worth a shot," Gwen said.

"This is useless, we're not going to beat Thanos," Peter said.

"Never known you to give up."

Thanos stood above them, ultimate power. Peter closed his eyes. If only he had a way to disable the Infinity Stones. Not Thanos would be an easy opponent without them, but the fight would be a bit more level.

_'Okay, I've got an idea, I think.'_

 

"We need to fall back!"

Spider-Man looked towards Flamebird and the Goblin Queen. The two of them were surprised Spider-Man wanted to leave. They understand at once what he was playing at, but would it work? The two heroines followed him off into the distance.

Thanos watched them leave in the distance. The Titan watched them disappear onto the planet.

"Flee, there's nowhere you can run from me."

Thanos turned his attention away. The planet near to them had oil reserves, which cost a small fortune. The people on the planet were pacifists as well, and it boded well for the future of Thanos.

* * *

  
"Okay, it could have gone better," Spider-Man said. "I think we lost them."

"We're just entertainment to him, I doubt he's going to chase us down," Flamebird said. "Until we give him a reason to do so."

The two made their way onto an abandoned camp. Flamebird reached into her pocket and pulled out the portable computer with Indigo.

"I've been searching for a protocol regarding Thanos," Indigo said. "My source programming encountered him in the past, and needed a play to deal with him."

Spider-Man experienced the first bit of good news. Thanos looked like a power house with the Infinity Gems. And he hadn't even unleashed their full power just yet, it terrified Spider-Man what they could do.

"Please tell me it works."

Gwen's voice sounded more grim than ever before. They made their way further below ground to avoid Thanos and his army, at least for now.

"We don't have a way off of the planet, unless we steal Thanos's ship," Spider-Man said, answering the unasked question. "Sorry, Indy…you were saying?"

"I may have a way to contain Thanos for a short time."

Spider-Man hated the words, for a short time. He needed to look on the more positive side of things. The young man experienced one of those pinned down feelings which caused him an ample amount of frustration.

"A short time could be better than no time," Gwen said.

"How do you figure?"

Peter stopped and answered his own question. A frown spread over his face.

"I see," Peter said.

"Do you know?" Gwen asked.

They might not be able to keep him trapped forever, but they could keep him trapped long enough to obtain the Infinity Stones from him. All they needed is a plan.

"For this plan to work, it needs to be precise," Kara said. "We can't go in attacking at full power, because Thanos will destroy us."

The three of them understood how important it was to work together. They clasped hands, locking them one at a time.

"Once we get the Infinity Gems away from him, we can use them to defeat Thanos," Peter said.

The three of them locked eyes. The plan was really too insane to really work.

"Okay, Indigo, tell us what we need to do."

* * *

  
Thanos stood at the edge of ultimate power. He conquered several planets already, and destroyed several others for being in his way.

"You've gone too far this time."

Thanos turned around, and noticed Gamora standing before him. He didn't know when she showed up.

"I've tracked the ship's beacon and found you on this asteroid," Gamora said. "What will conquering all of these worlds bring you?"

"You've never questioned me before," Thanos said.

"My mind is clear as it's ever been," Gamora said. "You didn't take me out of mercy."

Thanos raised his hand for a second. He withdrew it.

"I'm giving you one chance to stand down, Gamora. And I did show mercy. I could have left a small, weak, child to die. Instead, I gave her the tools to be a strong woman. But, perhaps I made her too strong."

The deadliest woman in the galaxy stood tall. Gamora knew there were few things in the world she feared more than Thanos. Yet, there were times where she had to stand up for Thanos and stand up for what was right. The two of them squared off with each other, almost going face to face.

"One chance to stand down."

Gamora didn't take the chance. True courage amounted to the fact you fought an enemy despite having no chance whatsoever in defeating them. She pulled the blade out and swung it towards Gamora.

The two bounced back with each other. Thanos raised the hand with the Infinity Gauntlet on it. The mind stone activated.

A bolt of energy fired from the mind stone, locking onto Gamora's mind. She screamed in agony as she dropped to her knees. Thanos stepped towards her, staring down at the woman.

"I can bend your mind, or I can snap it. What do you think I should do? The choice is yours?"

Gamora tried to utilize a stronger will to break out of Thanos's grip. Sweat rolled down her face as she tried to push out.

She withdrew a blade and slashed at Thanos. Thanos stepped back in amusement after she broke the grip. At least until he picked her up and launched her off to one side. Gamora slammed against the wall hard.

"You answered my question. It's a shame you decided to turn on me at the most inconvenient time."

Even with the power of the Infinity Gems, nothing beat stuffing an opponent underneath their foot. Gamora forced the point of his boot down on Gamora's chest, forcing her to struggle against his grip.

"The time was the most inconvenient for you."

A high powered blur flew off to the side. The blur nailed Thanos in the knee, causing him to stagger back. A loud crack resounded, and Thanos howled in pain.

The blur fired a series of rapid fire punches at Thanos, staggering him back half of a step. Thanos launched another attack at his adversary.

Spider-Man swept down, and pulled Gamora out of the way. The woman looked towards him.

"We needed a distraction, thank you for making our lives a lot easier."

She wondered what plan Spider-Man had. The plan would be revealed the second a black orb rolled underneath Thanos. Energy erupted from the orb in a shape of a dome. The dome surrounded Thanos with energy which he could not escape from. The man howled in agony as he tried to break free from his containment.

Gamora watched her captive father. She turned to Spider-Man.

"It won't….it won't hold him for long."

"No, just about thirty seconds, more than long enough for me to do this."

Spider-Man launched himself in. With one swiping motion, he grabbed the Infinity Gauntlet from Spider-Man. The web slinger dropped onto the ground, and held the most dangerous item in the universe in his hands.

Thanos broke free of the containment unit. The flares of energy shot up, with the tyrant looking at Spider-Man.

Spider-Man slipped the Infinity Gauntlet on his hand. The entire universe appeared different around him. A buzz filled his body the second the power of the gauntlet and all six gems levitated him in the air.

Thanos stood up to his full height, and the titan rose himself to his pure power.

"You may have the gauntlet, but you will never be able to tap into its full potential like I have!"

"Maybe not," Spider-Man said. "But, I'm not going to let you get your hands on it ever again."

Thanos rose himself up to his full height. The web slinger stepped back, intimidation filled him for a second.

Despite the fact, Spider-Man had the higher ground with more power, Thanos terrified many normal men. Spider-Man pushed on through.

Everyone looked frozen in time. Spider-Man channeled the power of the Infinity Gauntlet. A tingling went up his arm, as he fired a concussive blast at Thanos.

Thanos dodged out of the way, and rushed towards him.

"Time…gem…activate!" Spider-Man yelled.

Spider-Man shifted into a warp in time and space. Thanos slowed down into a crawl behind him.

On the other end, Spider-Man moved behind Thanos and started to punch him in the back of the head several times. Spider-Man dodged Thanos's super slow punches with ease.

Spider-Man moved at hyper speed, and sent the supersonic punches into Thanos's ribs, treating him like a particularly ugly punching bag. Each punch rocked his body.

_'Wait, this isn't going to be one of those things which is going to age me, is it?'_

 

Spider-Man used the mind stone to drive Thanos down to his knees.

"You try and mess with my mind," Thanos said. Thanos pushed out of the attack.

Spider-Man activated the Reality Stone. The entire ground beneath Thanos turned sticky and forced the titan to be ensnared. At least for a moment, before Thanos broke free, and grabbed Spider-Man.

The Titan wrapped his large hands around Spider-Man's neck, and tried to choke him.

"You can never trap me!"

A large rock came close to flattening Thanos. Thanos dropped down to the ground, the wind knocked out of him.

Flamebird stood above him, and used her heat vision. He blocked the heat vision attack with his hand, and sent the heat vision back into her face. Flamebird dropped down onto the ground.

Gamora blasted Thanos. A set of thick cables ensnared their way around Thanos. The titan struggled, landing on the ground.

"You were saying?"

Spider-Man activated the soul gem. Thanos screamed in agony, as he struggled to avoid the soul gem. It pulled him into the soul gem.

Thanos's army moved towards him. Spider-Man lifted the gauntlet and used the space gem. The army teleported away with the merest of a gesture.

One spent Spider-Man collapsed to the ground. He started to breath from the battle. The Infinity Gauntlet burned into his arm.

"You should consider yourself lucky you were able to utilize the gems," Gamora said. "They could have destroyed you."

Spider-Man could barely draw breath. The tingling, the bad kind of tingling, never ceased to go down his spine.

"Yes, feel like they could have ripped me apart," Spider-Man said. "Still, with great cosmic power, comes great cosmic responsibility."

Spider-Man looked up at Thanos's ship, along with his equipment.

"We better take it all," Spider-Man said.

Gwen smiled, and placed her hand on his shoulder.

"To the victory goes all the spoils?" she asked.

"Yes, and you know, leaving such dangerous technology lying around in space would be in trouble."

"Yes," Kara said. "Indigo, do you think you can activate the ship?"

"If she can't, I can fly it," Gamora said.

"I can, but why deprive Gamora of her fun?" Indigo asked. "So, what are you going to do now you have the Infinity Gauntlet?"

Spider-Man thought he should hold onto the power, just in case. Besides, it was better for him to know where it was ,then to have it in space.

What if it ensnared his mind, and caused him obsession like Thanos? What if he wanted to be a terrible conqueror?

Could he just be overreacting?

"I wouldn't worry about the power corrupting you," Kara said.

"We're here to keep you grounded," Gwen said.

"Although if you have an urge to conquer worlds, do give us the heads on."

Peter smiled, he mastered the symbiote, so he could master the Infinity Gauntlet. Perhaps the true master could be the one who would be able to use the gauntlet for a greater good, and not for any conquest.

Then again, perhaps he should use a different term than greater good, because dictators and tyrants and villains in general used the term far too often.

* * *

 

**To Be Continued on July 24** **th** **, 2016.**

* * *

 

_Well, there goes Thanos, well at least for now. You know someone like him is bound to bounce back, and plague our heroes in the distant future._

_Five more chapters to go, and what is bound to happen next. Well, it will certainly be Earth threatening, to have to top Thanos._

_See you next Sunday._


	86. Unsettling Calm

Chapter of the Week Story Voting is At the Blog. http://webofchaos.blogspot.com/

* * *

 

 **Chapter Eighty-Six: The Unsettling Calm.**

* * *

 

A battle with Thanos would lead many to think Peter deserved a long term vacation. And perhaps Peter would agree with the point and agree with these people. The only problem was Peter didn't think being able to take a break really was too practical. The young man turned up outside of the wreckage of the Wayne penthouse. Thanos tore it into pieces.

He walked up next to Helena and Karen. Both of them looked up at the penthouse. Peter moved towards them. The Penthouse wasn't the only thing which had been taken down. Jameson's big Jumbotron had been knocked down. Not, Peter really was concerned about Jameson being knocked off of the air. He was more concerned about the fact whether or not someone had been hurt.

He cleared his throat. Helena turned around, and looked to know what he thought without him even saying a word.

"I'm not mad about the Penthouse," Helena said. "I know you needed to use it as bait for Thanos, even though it didn't end as well as you would have liked to."

Peter snorted at her words. Did she make an understatement? Maybe a little bit. Regardless, Peter stepped around, watching the rescue crew.

"Diana and Claire managed to help most of the causalities out, while the Amazons helped bring the fight to Thanos's men."

Karen bounced up to face Peter. Her large chest jiggled underneath the tight white shirt she wore. It drew Peter's eyes to her chest, like a magnet. The young man couldn't help but stare, as it drew him over.

"It was an amazing fight," Karen said. "Really wish you would have been there to see it."

Peter shook his head. Was he disappointed he missed an epic battle? Yes and no, but he had his own problems to be honest. One of the big problems happened to be the battle on Mars, and later on the abandoned asteroid.

"I'll take your word for it," Peter said. He was too amused to say anything else because of Karen's excitement, which bubbled over in more ways than one.

"Would you like a second opinion?"

Diana stepped into the picture. Donna joined her older sister. Both of the Amazons smiled at Peter.

"I think I'd take both of your words about it," Peter said. He turned to the Wayne heiress. "What did you think of the battle?"

"It was sufficient," Helena said.

Diana shook her head, and smiled at her old friend.

"There's no need for you to look so modest, you've fought alongside us," Diana said. She made her way towards Helena. "You've done well, both you and Claire."

"I could have done better."

Claire turned up right at the moment. She dressed with her hair pulled back in a ponytail, and a pair of glasses over her eyes. The conservative business suit fit loosely around her body.

Peter thought she pulled off the dorky and unassuming look well, and looked kind of cute, even though he didn't think he was Claire's type, at least as far as he knew. Maybe he needed to get to know her a bit better, but it was to come.

"And Peter, for the record, I thought the containment unit would be able to hold the gems," Claire said. She bit down on her lip, looking extremely apologetic. "I'm sorry."

"Don't be sorry," Peter said. "Thanos would have gotten everything he wanted, no matter what."

"He was a terrible man," Diana said. "Do you think he'll stay trapped within the Soul Gem?"

"As long as I hold it," Peter said.

Peter thought he could hold it, but could be master it? The young man's mind ran a million miles a minute with different thoughts. He was able to utilize the Infinity Gems enough when he fought Thanos in space.

One small break, and Thanos could be back. That was more than enough reason to exercise constant vigilance.

"There's a terrible burden on you," Claire said. "I don't envy you at all."

"Thanks," Peter said.

Peter hoped he could really resist the temptation. He thought about what he had with the Infinity Stones. The power amazed him and terrified him at the same time.

 _'Look on the bright side, Peter, at least you're used to handling problematic alien artifacts,'_ the symbiote thought.

 _'You're not problematic, you're just difficult to tame,'_ Peter thought.

 _'And the Infinity Gems aren't much better,'_ she reminded him. _'They're primal, they're destructive. They are a dangerous force. I know you're be in control of them.'_

 

Peter thought she had a point. He noticed Karen behind him. The two of them walked side by side, under the pretext of checking things out. Then again, she looked to be checking him out just a little bit. Her blue eyes brushed over the back of his head.

"Sorry, just deep in thought," Karen said. "We might have had a battle, but you had your own battle. And the Infinity Stones….along with Thanos's ship, his equipment, and Gamora….you really cleaned up, didn't you?"

Peter thought she hit the nail on the head. He really did clean up to be honest.

"And I'm sure if you ask nicely, Helena will build you a brand new penthouse, better than the last one."

Peter couldn't resist braking into a smile. Karen really knew how to make him smile even during the darkest hour. The young woman swept down and captured his lips into a kiss. The two of them enjoyed a moment. His hands roamed her, her breasts pressed against his muscular body.

"I've got a secondary base of operations, been saving up for a rainy day," Peter said. "Although, it really hurts to lose the Penthouse, because it was in the center of everything."

"Helena figured you'd like it, and don't worry, it can be rebuilt, stronger than ever," Karen said. "Especially with your new toys, you can find a way."

Peter thought she hit the nail on the head. He could find a way to rebuild stronger.

* * *

  
Gwen and Peter stepped into a café. The two of them ran into Liz and Mary-Jane. Liz's lips curled into a smile as she bounced to her feet. The woman expounded a fair amount of energy as she rose to her feet.

"Peter, it's been too long!" Liz squealed.

She rushed forward and threw her arms around Peter. The young man, who had beaten Thanos, almost was knocked into the wall with the Liz Allan running hug of death.

"It's been a long time, for both of you," Mary-Jane said. The redhead smiled when she waited for Liz to detach herself from Peter. The redhead swept in, wrapping her arms around Peter.

Mary-Jane decided to take the plunge, kissing Peter. The two of them exchanged a passionate embrace, their tongues dancing together with pleasure.

"Sorry, it's been a long time," Mary-Jane said. Her lips looked a bit swollen, and her clothes resembled someone who had been rumpled. "So, you've been busy, haven't you?"

Gwen laughed at Mary-Jane's casual declaration of how busy they had been. She tried really not to break out into laughter. MJ reached towards her and gripped her by the hand.

"Did I understate?" Mary-Jane asked.

"Just a bit," Gwen said. "Not every day we save the world from utter destruction."

"No, not every day," Peter said. "But it is often enough where it really makes you wonder."

Liz raised her eyebrow and understood where Peter came from.

"We saw it, it was all over the news….well it was all over the news until Thanos knocked out half of the power in the city," Liz said.

"The rescue efforts are getting the power back," Peter said. The lights came back on just as he spoke. "Case in point."

"The battle was pretty intense," Mary-Jane said. "A lot of us watched it from where we were, but….some government type people walked in, and made us all go inside. No one could go out into the blast zone."

"I'm sure Betty was out there, though," Peter said. "And speaking of such."

The door opened and Betty Brant entered the café. Her expression brightened as she noticed Peter.

"The story of the century, and you weren't in the middle of it," Betty said. "I'm really surprised, I didn't think such a thing would be possible."

Peter laughed. Betty swept him into an embrace. The two exchanged a brief kiss."

"Something is different about you," Betty said. "You didn't cut your hair, didn't you?"

"Oh, you noticed," Peter said. "Glad someone managed to."

Gwen tried to protest Peter didn't cut his hair, but one look from Peter put her in line. She laughed the second he said the statement to Betty. Mary-Jane and Liz looked at Peter.

"Well, we didn't see you….wait, you really didn't cut your hair, did you?" Mary-Jane asked.

Betty looked at Peter, and almost broke out into a round of laughter. To be fair, she was half-joking about Peter cutting his hair as well. The young woman sat down at the table with the others.

"Seriously though, I thought yesterday was the story of the century, but there was nothing there….not even any pictures of Spider-Man," Betty said. "I think we really ruined Jonah's day. I mean, ruining Jonah's day must really break you up."

Peter smiled and took a long drink of his coffee. Both Liz and Mary-Jane looked on with amusement for a second. Gwen kept her face train into pure neutral, not even blinking for a second.

"Oh, yes, Jonah's day being ruined breaks me up a lot," Peter said. "Guess, I'm going to have to get over it, won't I?"

"Still, it's weird you weren't in the middle of it. Not I'm accusing you of always being in the middle of everything, but you're pretty much in the middle of everything."

"Well, I was still in the middle of everything, I just wasn't in the middle of everything on Earth," Peter said. "Mars on the other hand, you should have been on Mars. Mars was where it was happening with all of the Spider-Man action."

"What did you run into some Martian survivor, female, who jumped your bones?"

Now Gwen took a moment to break out into laughter. She stuffed her fist in her mouth, trying not to gag on her own hand. Peter tried to look at Gwen to get her to break the laughter. His look didn't work at all. As a matter of fact, tears now rolled down Gwen's face. Her laughing triggered both Mary-Jane and Liz breaking out into laughter of their own.

Betty stared for a moment, before she realized what happened. The woman wanted to know, but at the same time, she didn't really want to know.

"I was only kidding," Betty said. "I wasn't being serious….at least not completely….but seriously, only you would go to Mars to get some!"

"Only me," Peter said. "Have you even met any other science fiction geeks?"

Betty shook her head in negative.

"No, we don't run around in the same social circles, but try not and change the subjects. What exactly happened on Mars?"

Liz and Mary-Jane leaned in close, their interest grabbed just as much as the next person. Peter always appreciated having a captive audience. Especially when the captive audience looked like these three did.

"Well, it's a long story."

Betty tapped on her wrist and leaned back into the chair. She leaned forward, her cleavage slightly in Peter's line of sight.

"Believe me, I have plenty of time."

Peter figured she did and launched into an explanation.

* * *

  
"I want to know straight up, no pretext, what will it take you to accept my offer?"

Peter and Gwen swung by one of Emma's main offices in New York. The woman walked down the hall, dressed in a lot of clothing for her.

"After you've saved the entire universe from getting wiped out, you would think you would want some luxury, "Emma said. "It's a shame what happened to the Penthouse, but if I know Helena, she was already making repairs."

Peter didn't say anything, but Emma hit the nail right on the head. She was in the process of making repairs and improvements to the Penthouse. Peter offered to help her, but Helena shooed them out, with the crewing making their repairs.

"You've really been aggressively recruiting us for a long time," Gwen said. "And you know, there are better ways to ask us for your help."

"Well, you've been playing hard to get," Emma said. "I hope my reputation hasn't destroyed you."

"Well, not all of it," Peter said. "But there are people who warned me to tread lightly."

Emma hated to admit Peter had a point, but he had a point. Some of the stunts she pulled in her younger, less tamed years, really would make people not think of the refined White Queen of the Hellfire Club, and also the shrewd businesswoman who made Frost Industries to be a powerhouse.

_'Then again, we can lay the blame fully on Daddy issues.'_

 

Some people might accused her of creating scapegoats for her many problems, and they would be right. Emma wasn't going to be the person to admit her life was all sunshine and roses though.

"I don't bite," Emma said. "Okay, maybe a little bit."

Gwen and Peter smiled. Emma poured herself a glass of wine and offered the contents to Peter and Gwen. They denied them.

"Give some of the things I do, it's best if I try my best to keep a lighter head," Peter said.

Emma nodded in response, fair enough she supposed. She required the wine to deal with people.

"Seems like you do have a lot on your plate, with the recent management shake up in the Hellfire Club," Peter said.

"Yes, the Black Queen decided to prune a few weeds," Emma said. "Despite our differences, she does respect me, and has kept me on….but you need not worry about the sorrid details of the Hellfire Club at the moment. Although the Black Queen does have her eyes set on you, in some ways."

Peter blinked at her words.

"I wouldn't worry about it being more than a passing curiosity for now," Emma said. "Just telling you should keep your head on and prepare yourself to be recruited by someone who might be more aggressive than I am."

Peter heard all about the Black Queen. She was long-lived, beautiful, and extremely ruthless, to the point where she made some dangerous man fear her very name being uttered.

"So, what will it take?" Emma asked.

"I've been getting offers everywhere to lecture," Peter said. "It's hard to believe plain old Peter Parker has been recruited."

Emma took a long drink of wine. She surveyed Peter through her blue eyes. A shadow of a smile flickered over her face.

"I wouldn't sell yourself short darling….in many ways. You and Gwen have managed to break records in ESU, with how fast you've torn through your studies and excelled at them. It makes me want to return to college, to prove I can still match you, but I've put those days behind me, and for good reason. It's not all it's cracked up to be."

Emma's eyes fell on the recent addition to Peter's arm. The Symbitote helped him obscure it.

"But, you have new responsibilities," Emma said. She placed a stack of papers underneath Peter and Gwen's noses. "And I perfectly understand the new responsibilities you will have to take on. No one is going to fault you for what you've done."

The woman's lips curled into a smile as she pointed to the paper.

"I believe I can make you a deal you can't refuse though," Emma said.

"Oh?" Peter asked. "I wouldn't make promises you can't really keep."

"I enjoy a challenge," Emma said as she leaned forward. Peter received an uninhibited view of her cleavage. Tempting to a lot of men, although Emma would have to work harder because Peter surrounded himself with beautiful women. "And there's something about you which challenges me to work harder."

"So, Helena was right," Gwen said.

Emma's smile spread over her face. She tried to act coy and innocent, which was an attitude not becoming of someone like the White Queen.

"I have no idea what you're talking about, darling," Emma said. "But look over the offer, and let me know what you think….not today….I'm certain the girls will be happy to hang on your every word."

Peter understood what Emma offered him. Three years ago, he didn't think such offers would be possible. Now he thought they were very possible.

"And come to my penthouse if you want to discuss further terms. The address is written on the back of the form, and if you need further direction, my private number is as well."

Emma took a cake from the plate on the desk and bit into it. Cream dangled from her lips.

 _'Yes, very subtle,'_ Gwen thought.

Both watched as Emma licked the cream from her lip. She closed her eyes, an extremely sensual expression spreading over her face. Emma's tongue flickered out.

Peter was inclined to take her up on her offer, but he had a feeling she would give up more if she had to wait. The White Queen was used to getting what she wanted, and would become more desperate the more he denied her what she wanted.

_'And she's in desperate need of a spanking.'  
_

* * *

  
M'gann looked at the impressive facility in awe. Granted, when one had been in stasis for a few hundred years, their sense of perspective became rather skewed. She looked up at the mansion, which contained the Xavier Institute. She shifted into a human form not to draw attention to herself. She dressed in a black tank top and jeans, with her red hair tied back in a ponytail.

Gwen and Peter joined her, with smiles on her face.

"I'd let you stay at the penthouse, but it's not rebuilt," Peter said.

"After you rescued me, you've already done too much with me," M'gann said.

"Actually, I don't think Peter's done enough with you," Gwen said.

The innuendo flew over the young Martian girl's head. Peter reached forward, with a chuckle, and pushed the doorbell of the Institute to buzz himself and Gwen inside.

The door opened and Jean answered. She smiled at all three of them.

"Come inside, I've expected you," Jean said. She brushed past both of them and threw her arms around Peter.

The two of them kissed for a long moment. Jean seemed determined to push her tongue deep past Peter's throat. Peter showed he wasn't going to be overpowered. He reached around and kissed her on the lips.

Kitty bounced around on a seat, with earphones in her ears. She started to sing in an off-key manner.

She broke her demeanor and started to grin.

"Peter, Gwen, and….you must be Megan!" Kitty said. "Hi, I'm Kitty Pryde, and we're going to be sharing a room together when we're at the Xavier Institute."

Megan smiled at the perky young girl. She would be fun, if Megan had to say so herself.

"It's a pleasure to meet you, Kitty," Megan said.

"Come on, I'll give you the grand tour of the place," Kitty said. "And are you two staying as well?"

"Yes," Peter said.

"Ororo wants to have a word with you up in her office, about talking with the new recruits," Jean said. "She knows you and Gwen are on the cusp of doing it, and performing a few lectures here might prepare you for your dealings with the troublesome Miss Frost."

Peter thought it was fair. Jean and Peter walked off, with Gwen walking off to supervise both Kitty and Megan. Talk about two girls who could get in trouble.

"Ororo has wanted to talk to you for a long time," Jean said with a very suggestive smile. "But, things keep coming up….and I'm going to make sure they don't this time."

Jean knocked on her office door. The door didn't open.

"Maybe she's not in," Peter said.

Jean grinned and she looked at Peter for a second.

"Oh, she's in, just not in the main office part….she must be relaxing after a long hard day….maybe you should help her."

Jean decided to nudge Peter a little bit, while fishing through her pocket. The girl pulled out a key which allowed her to enter the office. The woman twisted the key through the lock and the door clicked open.

"She's up through there….I'll see you later, Peter, I have to make sure Rogue's first day of teaching went well. The new recruits can be a handful, but….I'm sure you can handle a few of them."

Peter noticed a halfway open door, leading to a staircase. The young man made his way through the doorway, and up to the staircase. He passed through a misty area of the school, and noticed several plants.

Sitting in the midst of the pool, completely nude, was Ororo. She didn't wear a stitch of clothing as she reclined, her legs stretched out. Peter's eyes raked over her beautiful body, her perfect round breasts, her dark skin which shimmered in the light, her flat stomach, and wide hips. He could see her long gorgeous legs, and knew from watching how toned Ororo worked her ass into.

"Peter, don't be a stranger, come in."

Most women would be bothered, but Peter remembered Ororo came from an uprising where she had no nudity taboo. She rose from the water, dripping wet, and showed all of herself. Peter's mind went places, some interesting places.

Ororo crossed the room, and made her way towards Peter. She walked towards him.

"I've been thinking about this for a long time, and Jean has encouraged me to go ahead," Ororo said. "You've been going through the females in the X-Men pretty quickly. It took you a while to get around to it….and other than the new recruits, you've gone through them all, except me."

Ororo crossed the room and made her way in front of Peter. Her hands rested on his shoulders, as the tall African goddess looked him over.

"We should correct the mistake, because we wouldn't want your perfect record to be blemished. And it's been a long time since I've seen someone as blessed as you…."

Peter's primal instincts ruled him. Ororo's burning gaze of passion didn't do him any favors. He swept into her, planting a long kiss on her mouth. The two of them engaged in a passionate kiss, with Ororo's tongue pushing into his mouth.

Her large breasts pressed against his muscular chest. Her heated crotch pressed against his. Slowly, the suit retracted from his body, revealing more of him.

"And you're ready for me….but I should get you wet."

It was an interesting change of pace to worship someone, instead of the other way around. Ororo descended to her knees, mouth wide open as she prepared to lead the charge to the best of her abilities.

 **  
**Ororo sank to her knees, mouth wide open. She stretched her tongue out and touched it to Peter's throbbing rod.

Peter closed his eyes and Ororo's tongue swirled all around his throbbing rod. She covered his rod in salvia and shoved it into her mouth with a moment. Her hot wet mouth engulfed his rod and caused Peter's nerve endings to tingle.

Ororo bobbed her mouth up and down. She forgotten how enjoyable sucking cock was, but she didn't have very good equipment to work with. She brought her lips down on the prime meat between them. She bobbed herself up and all the way down, taking his length deep into the back of her throat.

"You're so good, this feels so good!"

Ororo took him into the back of her throat, doing things with her tongue Peter never thought possible. He leaned back onto the table to allow him to suck his cock. Her hand reached up and played with his dangling balls.

The weather witch craved his seed, like a woman dying in the desert craved water. His strength and self-control only made Ororo redouble her offers. The young man pushed his hips forward.

"ORORO!"

Peter screamed out her name. Her strong throat muscles flexed around his tool, as she started to jerk on his manhood with her throat. Peter closed his eyes, digging his nails into the wall. His manhood pushed into her mouth.

Ororo slurped his throbbing tool, bringing him deep into the back of her throat. Every single taste she made her hungrier for more. The woman swirled her tongue around his manhood, dragging his cock into the back of her throat.

She needed more, every single drop of cum he could give her, she craved.

"I'm going to blow," Peter warned her.

Peter held onto the side of her face and thrust his cock into her mouth. She took him, rubbing his balls. With a groan, he brought his aching dick into her mouth.

The first spurt of cum hit the back of Ororo's throat. Ororo held onto Peter's thighs, and sucked his cum down her throat. She swallowed every single drop of cum, allowing it to hit the back of her throat.

"You taste delicious," Ororo said.

"I want to taste you."

Ororo reclined back on the edge of a pedestal. She watched as Peter's mouth attacked the side of her neck. Ororo closed her eyes, when Peter suckled on the pulse point of her neck.

"Such able lips!"

His lips kissed down her body. Peter took one of her chocolate covered nipples in his mouth. The nipple turned extremely hard, wrapping his mouth around it. He bobbed his mouth down around her, suckling on it.

"Yes, Peter, there's a good spot, right there. You make me feel so good!"

Peter switched to her left nipple, and bit down on it. Ororo threw her head back to respond with a throaty moan.

The spider themed hero started to kiss down her toned stomach. Each kissed caused Ororo's hips to jump as Peter veered closer to the promise land, her thighs spreading for him. Her lips dripped for him.

Ororo gasped when Peter kissed her pussy. He toyed with her clit for a moment, causing tingles to spread over her body. She raised her hips up for a brief second, with Peter slipping inside of her.

"Use your tongue on me!" Ororo yelled.

Peter rose to the challenge. He drove his tongue into her, as far as possible. Her legs spread apart for a second and then her strong legs wrapped around the back of his head.

Ororo thought she died and went to heaven. His tongue touched the inside of her pussy. Peter licked her walls. She tightened her hands on the back of his head.

Peter experienced the heavenly taste. He needed to drive his tongue in her to get more of her juices from the source. His cock hardened at the taste of her, the honey dripping from her thighs was quite literally.

"Yes, it's good, you're making me cum!" Ororo yelled.

He decided to push her over the edge by biting down on her. Ororo's hips thrusted up and brought a dose of juices into his mouth. The young man grabbed onto her hips and pushed his tongue into her depths, licking her.

Ororo grabbed her breasts, rubbing them together. Peter looked up from her, and watched the erotic sight.

"Put it inside me."

"I could hardly wait."

She felt so tight around his tongue, Peter could only begin to guess how tight she could feel around his cock. Peter rose up to his feet and lined up his throbbing rod against her entrance.

Peter touched his cock to the edge. Ororo lifted her hips up. Peter shoved his cock inside her body.

The moment Peter's cock touched Ororo's insides, she saw stars. She wrapped her hand around Peter's around, digging her nails into him.

"YES!"

Ororo panted heavily, her hips thrusting up to meet Peter's incoming hard thrust. The woman's slick walls tightened around Peter's massive rod. He pushed his way past her walls, slamming it into her body.

"Damn, you're so tight," Peter said.

Ororo clenched at him. His massive rod filled her up and hit all of the right spots. Her pussy sang, and begged for more.

"And you're gushing, how long have you wanted this?"

Ororo dug her nails into Peter's shoulder to encourage him to bury his cock into her body. She thrust her hips up towards him.

"Long enough," Ororo said. "Just put it inside me!"

Peter decided to do as the lady requested. It was just the gentlemanly thing to do after all. He lifted her hips up and brought his manhood deep inside her body.

"Oh, I'm in you alright, I'm in deep. Are you sure you're not using your powers to flood your pussy?"

"No….all on you….GOD!"

Peter bit down on her one her nipples. He needed to taste them. Given the sounds Ororo made, she needed to have them tasted as much as Peter needed to taste them.

Ororo almost lost her mind because of what Peter did. He stimulated her nipples in ways she never thought possible. Coupled by his monster cock splitting her pussy in half, Ororo didn't know what to think here.

Peter plowed Ororo's moist pussy. Her hips jumped with each shot.

Ororo's beautiful moans signaled how much she came, and her pussy drenching Peter's probing cock really pushed things rather closer to an amazing edge.

"You're horny, you can't get enough of my cock."

Peter cupped her large breasts and tasted them, licked them. He kissed them over and over again.

Each kiss on her breasts caused Ororo to shiver. She didn't know how sensitive her large nipples were until now. His mouth lavishing them caused her to lose her mind.

"I think you're going to drive me wild."

Ororo's orgasm cause the ground to shake underneath him. She closed her eyes to reign things in, before she did anything more than a mild tremor.

"Never knew an orgasm could be so powerful."

"From you, yes."

Peter drove his manhood into her body. Ororo wrapped her legs around him. His hands brushed against them, tempting her.

"Now, it's your turn," Ororo said.

Ororo flexed her inner muscles, milking Peter's incoming prick. Peter closed his eyes, pushing his throbbing rod inside her tight pussy. The goddess beneath him pumped up her pussy muscles, allowing Peter to stretch them as he entered her depths.

His balls loaded up with cum. Her slick pussy proved to be Peter's undoing.

"Mark me as yours, Peter!"

Peter's balls ached and launched his cum inside her. His balls fired an immense amount of cum into Ororo's waiting pussy at an immense rate. He started to fire a heavy load inside her with several hard thrusts.

Ororo experienced the bliss of having her insides coated with such thick seed. She soaked in the moment, with her pussy engulfing his rod and releasing it.

The two of them relaxed for a moment. Peter's head rested on her large, sweaty, breasts.

"If you're ready to go again, I am as well." **  
To Be Continued on July 31** **st** **, 2016.**

* * *

 

_Bit of a transition to the final four chapters._

_Emma is pretty shameless, and very forward. Small hint of Selene, although I didn't quite spin that one past a hint. Doubt Peter would have been the same after that particular encounter._

_And Jean manages to push Peter and Ororo together. Actually all they needed was a little nudge._

_Until next Sunday._


	87. Herald of Galactus

Latest Chapter of the Week Poll Is At the Blog. Take Part of Democracy and Vote! http://webofchaos.blogspot.com/

**Chapter Eighty-Seven: The Herald of Galactus.**

 

* * *

 

A small part of Peter wondered if he would be jinxing things to say the last day had been quiet. A week passed since the defeat of Thanos and his accusation of the Infinity Gems. A few muggers, a few thieves, and his bi-weekly battle with Shocker made Peter feel a bit anxious for some kind of adventure.

"You know, Pete, you better be careful what you wish for, you just might get it," Gwen said.

Gwen thought for once in their life, they entered a lull. She wasn't going to complain too much, but the silence made her anxious. What kind of calm existed for an insane storm? Gwen couldn't even begin to figure out, and there was a small part of her which didn't really want to start to puzzle things together.

Peter admitted his girlfriend's point would be valid. He really did hope nothing worse than Thanos happened. The Ultron and Thanos one-two punch combination caused a lot of the heroes to be taxed at their wit's end.

Spider-Man arrived outside of the Baxter Building. The Fantastic Four found themselves used to dealing with all kinds of problems. Hell, they fought all kind of enemies before breakfast, twice on weekends.

"Sue said Reed looked like a kid in a candy store when he found out you had an alien ship," Gwen said. "So, what are the chances you're going to let him look over it?"

"I'd really make Reed's day if I showed him the ship, wouldn't I?" Peter asked. "I'm just worried he'd take it apart because he wants to know how it works and….well you know what happens when Reed takes things apart to figure out how they worked."

"Reed's…curiosity gets the better of him."

Peter and Gwen looked up and saw Susan Storm waiting for them. The beautiful scientist made her way towards the two of them. She swept both of them into a hug. Sue bent down and kissed Peter for a moment.

"You know, you were on Mars….and to think, all the places we've been, we've never been on Mars," Sue said.

"Well, it's something to do something the Fantastic Four has never done in their lives, isn't it?" Peter asked.

Susan nodded up and down, with a grin on her face. She escorted Peter into the Baxter Building. The building looked pretty much empty other than the three of them and sounded to be silent.

"Ben, Johnny, and Reed…they had to check something out, but they left me behind to keep an eye on everything," Sue said. "Which I'd normally complain about, but someone needs to man the portal, and it allows the three of us to spend some time together."

She motioned for Peter to sit down on a chair. Gwen took the seat next to Peter, and Sue took a seat on Peter's lap.

"Have to say, you took the best seat in the house," Gwen said. Sue turned towards her with a smile. "I would have normally taken it, but I figured, you should have a chance."

"So, are you adjusting to the new addition?" Sue asked. "You do realize people are going to come to challenge you now you have the Infinity Gauntlet."

Peter cupped his hand underneath his chin to consider Susan's question. To be fair, it was a fair question.

"People are going to go after me regardless," Peter said. She turned towards her. "I think this just increases the people going after me….but I think I've reached the point where I should step up to another level as a hero."

Susan responded by nodding up and down. She admired Peter's bravado to take action as a hero, even though she hoped he wouldn't get himself into too much trouble. She hated when someone like Peter put himself in danger. Even though he could have gotten himself out of danger, it didn't improve Susan's mood in any way.

"You promise to be careful, and not get in over your head," Susan said. She turned towards him, her legs pressed against his thighs. The brainy blonde straddled his hips. "I know you have great cosmic power….."

"If I can learn to control it," Peter said. "And let's face it, I don't rely on it."

"Using the Infinity Gauntlet to blast Shocker would be the definition of overkill," Gwen said. Peter turned towards her and raised his eyebrow. Gwen patted him on the shoulder. "As tempting as it might be."

Peter smiled at the thought of it, but he knew in the back of his mind Gwen's point was valid. There were a lot of things he could do with great cosmic power, but with great cosmic power, there also came great cosmic responsibility.

"And don't worry, Sue, I'll be careful," Peter said. He moved his hands down from her back to a little power. "And you know I have a lot of rather capable people watching my back if I get myself in a situation where I can't get out on my own."

Sue grinned and she leaned down. While she ground her hips into Peter's, she kissed him on the lips.

The two of them couldn't go any further when a beeping echoed from behind her. Sue looked over her shoulder.

 _'Perfect timing, as usual,'_ Sue thought. She detached herself from Peter with the most obvious look of regret she could muster. The woman walked over towards the console and frowned.

Peter and Gwen sensed the look of frustration.

"So, are the others ready to go back?" Peter asked. "Or is something wrong?"

Susan didn't say anything for a moment. Peter moved over to make sure she was okay. A secondary signal came on seconds after the first one came on.

"Sue, are you standing by?" Reed asked.

"Yes, Reed, but we have a problem," Sue said. "Someone sent a transmission signal through the communication grid…it wasn't you was it?"

"I received the same signal," Reed said. "So, if you didn't send it, and I didn't send it, it means…"

Sue didn't know what everything meant. The woman planned to find out in no time flat though if she had anything to say about it.

* * *

  
A swirling vortex of light appeared in the middle of New York City. Several people looked up, wondering what the hell was going on. All of them recovered from what Thanos did, so none of them were too happy to see anyone show up. The mutterings of the people in New York City escalated to an entirely new level.

The vortex cracked open, and a glowing silver figure appeared. He shined brightly, and those who looked up had been bombarded with the light. The people shielded their eyes.

Peter, Gwen, and Sue made their way in the middle of the city to join the rest of the group. They weren't the only ones, as several government agents walked into the city, along with a couple of Avengers in their civilian disguises.

Everyone waited for the other shoe to drop. The glowing figure looked down at the government agents. Their weapons armed at the ready.

"Do not be alarmed, I do not wish to fight you," he said. Those words didn't do anything to appease them. "I have come here from a far off galaxy to issue you a warning. Galactus is coming."

Peter found himself curious as to who or what a Galactus was. The man continued to circle them. The news media showed up.

"Am I being broadcasted all around your world?" he asked. The person holding the camera nodded, as his hands steadily shook. The man on the ground didn't seem too agitated, in fact, a smile spread across his face. "Good, then it will make this a lot easier….but I will still move far and wide to spread the message."

The Silver Surfer cleared his throat for a moment.

"As I told you, Galactus is coming. I have been chosen as a Herald of Galactus. My job is to find him planets for his consumption."

Peter blinked as he heard those words.

_'Perhaps I'm far off, but planets for his consumption…..I don't see something….well it's not a good thing.'_

 

Sue's frown deepened as well. The other members of the Fantastic Four turned up as well. Reed stopped short of the crowd, his mouth hanging open. He couldn't speak because the Silver Surfer spoke as well.

"Galactus is a force of nature, he consumes planets not out of cruel desire, but because he must. Only rarely does he spare worlds. Many planets have tried to fight the inevitable, and I implore you not to do the same. It will not end well for you."

"Who does he think he is, telling us to just stand back and let some bastard eat our planet?" one of the loudmouths in the crowd asked.

"Well, I have a feeling there's not much we can do, isn't there?"

The people in the crowd started to angry exchange murmurs with each other. Whether or not Silver Surfer heard or understood the murmurs, it was extremely hard to tell. He peered out towards them.

"I have come to deliver this message, to give to an ample amount of warning. He will arrive in three day's time and Galactus will feed. You cannot stop him, he is inevitable."

The Silver Surfer's words, as neutral as they sounded, did not make many people too happy. Angry mutterings followed, and the Surfer's frown deepened. None of this went his way, he hated this.

"I know you're upset, I have given this warning to many other planets," the Surfer said. "You must not despair, and you must not be angry."

"Yes, because getting your planet eaten isn't a cause to panic," Gwen said. Peter reached towards her and placed his hand on the top of hers.

The Silver Surfer's energy appeared around him. The weapons of the government agents pointed at him.

"You attacking me cannot stop his arrival. I am, but one of his heralds and Galactus will stop at nothing to achieve what he must have to sustain his life. This you must understand and you must accept. I will ask you not to attack me, but rather to evacuate your planet. You have three days to decide what course to take. When the fourth day occurs, Galactus will be here, and he will not waste any time. Earth will be consumed."

The Silver Surfer disappeared in a flash of light. To say mass panic and discontent occurred in the street would be putting things very mildly.

The NYPD turned up, along with the government agents to help pacify the situation. Peter turned his head, with Kara showing up at his shoulder.

"Fortress?" Peter asked.

"Fortress," Kara agreed.

* * *

  
Alura, Claire, and Diana met Gwen, Kara, Susan, and Peter at the Fortress of Solitude. Susan talked to the other three the moment they stepped into the Fortress.

"You know Reed, he's going to try to whip up an amazing invention to try and stop Galactus," Susan said. The other three stepped into proximity, Alura frowned as she turned up. "I know, but it wouldn't be Reed, if he didn't try something amazing, with a complicated invention intended to save the universe."

"To stop Galactus, you might as well attempt to stop a tornado," Alura said.

"For the record, Reed's invented a device which can stop a tornado," Susan said. Peter and Gwen turned towards Sue, their eyebrows raised. She smiled at the top of them. "I wish I was kidding, but he has one."

Peter's look melted into a very obvious, of course, he does.

"If Galactus is arriving, we're going to have to prepare for his arrival," Kara said.

"If you heard the Silver Surfer, you know there's little we can do to stop him," Claire said. Kara raised her eyebrow at the name. "The media is calling him the Silver Surfer….well actually Lois is, because of the surfboard and the fact he's silver. It makes a lot of sense."

A long paused followed when Kara mulled it over in her mind. The blonde heroine tossed her hair back.

"Indeed."

Diana stood, and everyone noticed the look on her face. She resembled a woman about ready to go to war. The Amazons prided themselves on fighting some intense battles and any enemies in their way became rolled over.

"He's not going to just consume the planet," Diana said. "Not if the Amazons have anything to say about it."

"Nor SWORD, or the Avengers."

Carol joined them, a little late to the party, but better late than never. She entered the Fortress, a look of determination on her face. The woman's eyes stared towards Claire and Kara.

"Lost one planet, I'm determined not to lose another one, not if I can help it," Kara said. "We have weapons on the Fortress, are they enough to deter Galactus?"

Lara's voice piped up over the silence as everyone pondered the question.

"Deterring Galactus….it's either said than done. The only way I can see him being deterred as if we show Earth is unfit for consumption, and despite how bad the pollution is on this planet, Galactus does have what humans call an iron stomach."

Peter realized the implications of how strong of an iron stomach someone would have to eat the Earth of all things, and pulled a long face. Some people really had no taste, and by some people, he meant a lot of people. Galactus lingered at the top of the heap of people who really did have no taste.

"He must consume the energy which is buried in the core of most planets to survive," Alura said. She curled her fist together and thought about it. "We need to satisfy his lust for energy….do we even have anything here which could give him the type of energy he has?"

"No, I'm afraid not," Lara said. "The power crystals on the Fortress are only capable of generating enough energy to be considered a small snack."

Everyone sighed, back to square one. Kara looked over towards some of the equipment.

"What we don't have, it can be invented, can it?" Kara asked. "How long do you think we can create something which could fill Galactus up?"

"Five days, if we're fortunate," Alura said.

Kara raised her hand up to the top of her head and brushed her hair away. Anyone who knew her could see the boiling frustration threatening to overwhelm her. Peter grabbed her by the shoulder and helped bring her back down to Earth. Kara took a couple of deep breaths and calmed down.

She did want to punch something, but other than the feeling of wanting to punch something, Kara was okay.

"So, I need to ask you a question?" Peter asked, turning to Carol. The SWORD agent, Avenger, and Kree empowered heroine stood up as straight as possible. "Are we anywhere close to having some kind of plan to evacuate people from the planet?"

Carol almost chuckled. The seriousness of the situation caused her to almost forget how to smile, but she managed to find humor, at least somewhat, in what Peter said.

"We're months away if we start today of having any kind of evacuation plan, and it would take more than three days to pull it off. And it's not even factoring in the problems of getting each government in the world to agree on it."

Peter sighed. Kara grabbed him by the hand and firmly squeezed it. Peter closed his eyes and attempted to relax his mind, as hard as it could have been.

"So, are you joining me in wanting to punch something?" Kara asked.

* * *

  
In the imperial palace in Latveria, Doctor Doom watched the events in New York City. He heard of the arrival of Galactus, and the force of nature who intended to consume Earth. Doom could not allow such a transgression to occur underneath his watch.

His scanners picked up a brief glimpse of the cosmic power the Silver Surfer had. Doom's genius would do the rest, but a dose of the cosmic power would morph Doom into someone who could take control of the planet and drive Galactus back to where he can from.

Doom made a few more adjustments to his amplifier.

"While fools like Richards fiddle and burn, Doom plans and Doom prepares," Doom said. "I have sent a message to this Silver Surfer. As one of the leaders of this world, he cannot ignore me."

A crackle of lightning echoed outside of Doom's compound. A portal opened, and Doctor Doom stepped outside of his palace.

"Yes, you wished to speak with me?" The Silver Surfer asked.

"I wish to ask you a few questions of this Galactus," Doom said. "And ask you if there is any way to demand your master spares Earth."

Silver Surfer dropped down to the ground. He followed Doom inside the palace. The Herald of Galactus took a look around at the equipment in this palace. He never noticed anything like it before, especially a planet as primitive as Earth.

"You have picked Earth because you consider it an easy target and you consider it to be more primitive," Doom said. The Silver Surfer opened his mouth. "But, you are mistaken if I am going to allow this planet to be taken by Galactus."

Silver Surfer heard this game before. It never became any easier. The citizens of the planet tried to threaten him, but he was merely the messenger.

"You said Galactus spared worlds in the past," Doom said.

"It's rare," The Silver Surfer said. Doom's eyes glared at the Silver Surfer as he led him further inside the Throne Room. "But not impossible…..he has spared my planet….and in exchange, I agreed to find him worlds for his consumption."

"Worlds like Earth," Doom said. The Latverian Leader tilted his head back, in the deepest thought, before he turned his attention back to the Silver Surfer. "Worlds like Earth which you set up your leader to consume?"

"I've come to each world to forewarn the people," Silver Surfer said.

"Yes, I admire your ambition, and your power," Doom said. "Galactus gave you the power in return, didn't he?"

A jolt of energy caused Silver Surfer to be knocked back against the wall. A crystal barrier formed around his body. He tried to raise his hands to blast out, but the feedback loop bounced the energy back at him.

"Trapping me will not stop Galactus from coming," Silver Surfer said. "What are you hoping to accomplish?"

Doom didn't answer the herald's question at first. The man walked over to the console and he transferred the Silver Surfer into a silver case.

"I'm going to acquire the power needed to force Galactus from Doom's world," Doom said. "And I will do so by conquering Earth and reshaping it into my own image."

"You're mad if you think your plan will work," Silver Surfer said.

Doom didn't even say a word to respond. He activated the energy in the bubble, which bombarded down on the Silver Surfer. The Surfer tried to fight out, but Doom raised his hand.

"Magic is a match for the power cosmic, isn't it?" Doom asked.

Doom's body rushed with power. The Leader of Latveria experienced a brand new high off of the power. The Silver Surfer's power, a gift from Galactus, drained from his body. The transference spell completed trading the powers.

The trapped Silver Surfer collapsed down, weakened from the sudden loss of great cosmic power. His mouth hung open, and he barely was able to articulate his next word.

"You're making a mistake, Doom," Silver Surfer said.

The warnings of the Silver Surfer fell upon deaf on Doom's ears. The grand power filled Doom's being, and now he turned his attention to other matters. The ruler of Latveria decided to show himself and his brand new power to the rest of the world.

* * *

  
"People are panicking," Kara said. "No one knows what to do."

Kara, Gwen, and Peter rushed into the middle of New York City.

"Are you sure this mad plan of yours will work?" Gwen asked. Kara turned towards her, frowning as deep as possible. "Not like I'm saying it's not going to work, but you know, some people might call this plan pretty insane."

"Well ,they'd be right, but if we can….."

"People of the Earth, hear my words!"

Peter stopped and groaned. Not only did he groan, but his spider sense hit an insane level. The spider sense blared in the back of his head and would not let up.

The young man looked up and noticed Doctor Doom turn up in all of his glory. And was he glowing?

"Of all of the times Doom had to rear his head for some reason, why did it need to be now?" Gwen asked.

A fair enough question, Peter turned to see what the Dictator of Latveria had to say.

"I've trapped the Herald of Galactus, and taken his power for my own," Doom said. "There's no need to worry, I will stop Galactus from consuming this world, succeed where so-called heroes like Reed Richards have failed."

Perhaps it was just Peter, but Doom with great cosmic power underlined probable cause to worry. At least in Peter's mind.

"All the leaders of the world have to do is stand aside, and allow Doom full control of the world. And should any decide to stop me….I will not hesitate to eliminate them as well!"

The agents of SHIELD showed up underneath Doom. They lifted their ways in the air. Doom held his hand and the weapons all vanished before their eyes ,along with their armor.

"On the next act of aggression, Doom will not be so lenient. You have twelve hours to make your decision."

Doom disappeared into a flash of light. Peter, Gwen, and Kara all looked at each other, if they didn't have one big problem, they had a second big problem.

* * *

 

**To Be Continued on August 7** **th** **, 2016.**

* * *

 

_Galactus is coming and Doom has gone mad with power. Talk about going out with a bang._

_Three more chapters remain. See you next Sunday._


	88. Zero Hour Part One

**Week Thirty-One Chapter of the Week is Up on the Blog. Take part in democracy and vote now. http://webofchaos.blogspot.com/**

* * *

 

**Chapter Eighty-Eight: Zero Hour Part One.**

 

* * *

 

Despite what anyone said about Doctor Doom, Peter would give him one thing above all else. The man knew how to make an entrance. The ruler of Latveria appeared in the flesh before them all. Terror spread through the civilians. The glow coming from Doom caused everyone to back up in fear.

"He's going to talk, isn't he?" Kara asked. Gwen turned towards Kara, giving her a look which pretty much said it all. Kara sighed. "Of course, he's going to talk….just once I want one super villain to…."

"You all have heard by now the coming of Galactus. The Silver Surfer has been trapped and I have absorbed his powers. I will not allow this planet to be destroyed. No, Doom will fight any incoming threats. What any world conquerors need to realize, this is Doom's world, and you are only invited here."

Peter listened to his bellowing tone. Doom really knew how to get everyone else's attention. The Fantastic Four turned up at first. Reed stared down at a more dangerous Doom than ever before. Other people showed up.

"Ah, Richards, I was hoping you'd arrive," Doom said. "Are you here to bask in my greatness?"

"No, Doom, I'm telling you the energy readings you're giving off are too strong, you can't control them," Richards said. The man held up a piece of equipment. "You cannot hope to sustain the cosmic energy….it will rich you apart."

"Your insolence grows tiring, Richards," Doom said. "I can crush you like the pathetic ant you are. In fact, with my power, I could turn you into an ant to squash."

"Yak, yak, yak," Johnny said, making the motions with his hands. "All I ever here for you is talk, well I'm not one to talk, well at least not most of the time. I'm a man of action, and it's time for me to Flame On!"

The Human Torch's signature battle cry, followed by the cries from the first family of superheroes telling to him to wait followed. Doom looked in in amusement. His hand rose up and caused a barrier to appear around him. Johnny smacked against the barrier hard as he could.

"Oh, now I know what a bug hitting a windshield feels like," Johnny said. He fell to the ground, the wind knocked out of him.

"Maybe it will teach you to keep…ah crud," Ben said. A flaming school bus soared through the air at the Fantastic Four.

The ground started to shake underneath them. Sue made her way over towards Doom.

"Susan, I always thought of you to be of moderate intelligence," Doom said. He blasted through Susan's forcefield and knocked her down on the ground. He caused a glowing energy corkscrew to slam towards her at the ground. Susan dodged out of the way. "Don't force me to squander it by destroying you."

Doom caused the sky to turn into a swirling vortex. He brought a tornado down in the middle of the city.

"Interesting side effect."

"Yeah, kind of like this Doomy!"

Spider-Man blasted through Doom's force field with a huge punch. Doom flew back against the side of the building but put the brakes on. A portal popped open, allowing Doom to stall his momentum. He came through the other side of the portal.

"No one smites Doom!"

Doom caused two stone statues to come to life. The gargoyles rose and hissed before they shot lasers from their eyes at Spider-Man.

"I'm going to give you heroes one final warning," Doom said. He directed his minions. "Stand down, and allow me to prepare the Earth to take the fight to Galactus….."

Kara flew at super speed and knocked one of the heads of the gargoyles off with a super powerful punch. Gwen joined her off to one side and caused white hot flames to rise from her hands.

"Your powers might be strong, but none of them is strong to….."

Spider-Man webbed onto Doom. He tugged onto the Latverian leader's arms and turned him around. Doom sent energy pulses down the webbing and caused Spider-Man to nearly splatter onto the ground.

Kara caught him before he planted into the ground. The people cheered as Flamebird caught him. She flew him to the ground and caused him to readjust his footing.

"We really need to stop meeting like this," Kara said. She smiled despite the situation when she let Peter down on the ground. The young man looked up just in time to see one of the gargoyles come down onto the ground on him.

Sue stepped in to add her input. She used a force field to trap the stone creature and crushed it with a mere thought.

Doom looked down at them, from high above the air. The SHIELD agents on the ground return with reinforcements and fired at him. All of the bullets bounced off Doom with no effect.

"I will give you a small amount of time to rethink your attempts to defy me," Doom said. The crazed look in Doom's eyes told the story. "My world doesn't have any room for those who defy Doom. If you continue this insolence, I will have no choice but to eliminate the problem."

Doom flashed away from the scene, leaving all of the heroes standing around, without any idea what to do.

"Well, all things considered, everything could have gone better, "Kara said.

* * *

  
Peter thought if he didn't have bad luck, he would have absolutely no luck at all, at least in his opinion. He walked alongside Kara and Gwen when they looked up. The weird energy traces Doom left made Kara look anxious, and she wasn't the only one.

"Well, I've got good news and bad news," Kara said.

"The good news is if we let Doom go on unchecked, Galactus won't be able to destroy everything," Gwen said. Kara opened her mouth, with Gwen pulling the words from her mouth. "And the bad news is, Doom will destroy the Earth, trying to keep his cosmic power…"

A loud whip of thunder caused the group to stand up straight. Every single second, Peter's spider sense pounded the back of his head like an annoying bongo drum.

A vortex opened up right in front of his face. Spider-Man stood in front of the vortex, frowning as deeply as he could. He considered entering it to see what was on the other side. Surely he wasn't going to take the plunge, would he?

 _'Of course, I would,'_ he thought. _'I wouldn't be Spider-Man if I didn't try and take the plunge.'_

 

The web-slinger touched his hand on the edge of the vortex. On the other side of the vortex looked to be Latveria. One of the few places they should go during this time, but also one of the few places where they might have an opportunity to put a stop to Doom. The key word is might, everything was worth a shot if Spider-Man had to guess himself.

The web-slinger crossed the barrier into the unknown. Shivers rushed down his spine when he entered the portal. Talking about boldly going where no Spider-Man ever had gone before, but it was really beside the point. The web-slinger turned his head, twisting it around to one side.

"Are you sure this is a good idea?"

Kara's question only caused Peter to stop for a half of a second. He turned around towards Kara and Gwen, looking at both of them.

"I think this isn't a good idea," Gwen said. She gave Peter an apologetic look for answering the question for him before she allowed a breath to come out of her body. "But, given the circumstances, how much of a choice do we have?"

The trio slipped past the vortex. They ended up right in the place the saw on the other end.

"I have to say, I thought we'd end up in some weird alternate dimension," Peter said. Kara turned around and folded her arms, eyes narrowed as she looked at Peter. "Sorry."

"I wouldn't pump my fist in victory just yet," Kara said. She looked around at the weird energy around the countryside. "There's still time for some mysterious force to suck us into another dimension."

Peter hated to admit so, but she did have a point. The young man stood as tall as possible, with steadfast determination dancing in his eyes. He stopped short of the palace gates with one oddity dancing at him.

"The gate is open," Peter said. He tensed up, waiting for his spider sense to start kicking up again.

The young man realized it oddly left him alone the minute he departed for Latveria. Kara, Peter, and Gwen stepped through the gate and inside.

"Help, someone…is anyone there?"

Peter tensed up. One the one hand, this reeked of a trap, but on the other hand, with Doom's new powers, he could really string together a more elaborate trap than someone weakly crying out for help. Regardless, Peter stood on his heels, hoping to keep an ear out for someone, anyone. The young man took half of a step forward.

"Hello?" Peter asked.

"If anyone is here, please help me!"

Spider-Man made his way into the palace. He half expected to come across an army of Doom-Bots, but nothing of the sort came.

He did come across an old man with silver hair in the bubble. The web-slinger stopped short and realized something.

"You're the Silver Surfer?" Spider-Man asked.

"The humans have called me it, but I'm known as Galactus Herald Number Seven," the man said. He shook his head. "In another life, I was named Norrin Radd, I was an astronomer and discovered Galactus as he made his way to my homeworld."

"Galactus devoured your home world?" Spider-Man asked.

"Not necessarily," the Surfer said. "I convinced him to spare my homeworld, and in exchange, I was given the job as a scouter, a herald of Galactus. I received the power cosmic, less than one percent of Galactus's overall power, to help him scout planets, and prepare them for his conquest. I did what I can to warn them, to spare as many innocent people as possible, but sometimes the claims aren't taken seriously, or the planet hasn't advanced enough to have space exploration capabilities."

As interesting as the man's backstory was, Spider-Man needed to focus on something else.

"We have a serious problem," Spider-Man said. "Doctor Doom has stolen your power, and he's using it to go on a rampage."

"There won't be a world for your master to attempt to devour because Doom will likely destroy it first," Kara said.

Silver Surfer looked rather tranquil.

"Yes, it's a dire situation," he said. "Help free me….and we can find a way to strip Doom of these powers. They could be tearing him apart as much as it is your planet."

Spider-Man thought about it. He wore a ticketing time bomb on his arm. Could it be enough to take Doom down and set everything right? There was only one way to find out.

* * *

Doctor Doom turned up well outside of New York. He began to put together what he needed to repel Galactus. The energy around him cause ripple effects and the sky began to turn red around him.

Doom ignored the turning of the red sky. Flashes of light occurred around him.

"Doom, you need to stand down!"

Doctor Doom turned around and noticed the Avengers turn up in full force.

"Stand down, or we're going to smack you down!" Wasp yelled.

"Please tell me I get to smash him," Hulk said. He cracked his knuckles.

"The Fantastic Four failed, SHIELD failed, what makes you think the mighty Avengers can stand up to me?" Doom said. The eyes of the empowered monarch burned a whole into them. "Don't any of you understand? I'm doing what's best to save this world."

"Doom, listen, you're going to end up ripping it apart if you….."

One blast of energy caused Iron Man to be knocked off. All of his systems had been knocked offline.

"Tony's down," Captain America said. He looked over his shoulder. "Hit him with everything you have."

"How about this?" Hulk asked. Hulk jumped into the air and tried to punch Doom. He hit a barrier, which repelled him.

"Insolent beast, how dare you try to strike me?" Doom asked. Doom fired a series of punches, each of them nailing Hulk in the ribs, doubling him over. "You will fall before me."

The Hulk's rage increased, and he managed to break through Doom's attack. Doom flashed out of the Hulk's grip and lifted a hand. A purple beam of energy nailed Hulk in the back. Hulk's body contorted.

Hawkeye loaded up all of the arrows he could and started to fire at Doom. She-Hulk moved past him. The Hulk reverted into Banner and crumpled to the ground like a puppet who had his strings cut.

Hawkeye's arrows reverted into paper airplanes, and Doom caused chains to rise out of the ground, holding Hawkeye into place.

"Hey, stay away from him!" She-Hulk yelled. She actually managed to take Doom down and push him against the wall. "Just because you're hopped up on all kinds of cosmic power, doesn't mean you can…"

"I can do whatever I wish," Doom said. Doom nailed She-Hulk and caused her to fly back onto the ground. Captain America jumped up from behind Doom and nailed him. "You keep fighting me….but you only cause your own demise."

"If I had a dollar for every time some menace told me they'd cause my doom, I'd be richer than Tony," Captain America said. The man avoided Doom's attacks, at least until the point where two of his gargoyle creatures nailed him.

An energy blast caught one of the gargoyles and freed Captain America. One of the gargoyles crumbled to dust as Ms. Marvel slammed down onto it.

With Captain America freed, he continued the fight with Doom. Doom dodged Captain America's attack. The man grabbed Captain America's shield and contorted it.

"Doom, listen you're tearing everything apart!" Captain America yelled.

Doom ignored the stabbing pain in his arm. Nothing else mattered other than channeling the power through him. He grabbed Captain America and launched him to the ground. The man staggered half of a step and collapsed to one knee.

"Fool, I have control over all of this," Doctor Doom said. He waved his hand and all of the Avengers encased in Energy bubbles. "You waste my time, I need to prepare for the defeat of Galactus."

Earth started to crumble underneath Doom. The citizens started to run because of the falling debris. Doom watched them flee.

"Yes, they respect my power," Doom said. The man stood up straight and looked at the trapped Avengers. "I will give you one opportunity to be my knights, serve me. The alternative would be your own destruction."

"And here he goes again," Tony said. "The power's going to his head."

"It's not the only thing his power's going to, look," Natasha said. She pointed out Doom's armor, which was starting to become as cracked as he is. "I don't think we're going to have much time."

"My armor is taking forever to power up," Tony said. The armor-clad Avenger groaned as the armor slowly clicked to life. "I think we're running out of time."

* * *

  
Spider-Man hoped this mad plan would work. He didn't have many options left which did. The man stood up straight. Doom's cosmic power threatened to overtake them all.

What if Doom claimed the Infinity Gauntlet?

"We'll keep him distracted," Kara said. She touched her hand to Peter's shoulder. "You need to do what you need to do to take him out."

The trio, along with the Silver Surfer, showed up to see Doom trap the Avengers, and they looked to be seconds away from being finished off. Gwen stepped forward and touched her finger to the ground. Flames rose from the ground and shot up.

Doom turned around and noticed the Goblin Queen standing there. She hurled a fireball at Doom, but Doom caused it to be put out before it came close to touching him. The armored enemy lifted an arm and fired an energy blast.

The Goblin Queen used her acrobatic skills to avoid Doom before he blasted her. From the other end, a blur came from the side and nailed Doom across the back.

The Avengers had been released from their containment. Black Widow stopped for a second, dropping down to the ground. She was about ready to attack, but then the woman stopped. She turned to her fellow Avengers, a smile crossing the Russian spy's face.

"Do you hear the thunder?" Black Widow asked.

The thunder started up. Everyone looked skyward in thinly disguised awe. Thor turned up, wielding Mjolnir. The Prince of Asgard turned up.

"Be gone, villain!" Thor yelled.

Doom's breathing escalated when Thor brought down the hammer. Doom blocked the hammer with his hands. The two struggled for position, before Doom opened up a vortex, and the vacuum effect sucked Thor inside.

"You have failed, Avengers, and now, I'm going to crush….."

An energy blast nailed Doom in the back. Doom landed on the ground hard. He turned around and noticed Spider-Man standing before him.

"YOU!" Doom yelled. He tried to smack Spider-Man, but the web-slinger slowed down time around him. "You cannot hope to defeat my power."

The strain on Spider-Man was hard, especially with the unraveling Doom caused. Spider-Man took advantage of the precious minute where time had been slowed down to slip behind Doom. He nailed Doom right in the back of the head with a series of rapid-fire punches. Each of them drilled Doom as hard as possible.

Doom staggered and swung around. Spider-Man nailed him with even more punches while trying to fix Doom's distortions with reality.

 _'Only have one chance to pull this off,'_ Spider-Man thought. Time and space opened up, and Spider-Man grabbed Doom, before pulling him through the Portal back to the palace of Latveria.

Doctor Doom shook off the attack. He turned, facing off against Spider-Man. The mind stone forced Doom to go back.

"Just a little bit further back," Spider-Man said. An energy backlash knocked Spider-Man back. His entire life flashed before him when he landed against the wall.

"You try, even though you keep failing," Doom said. He bent down to him. "We don't need to fight against each other, just think of what the two of us can do."

Spider-Man used his webbing and pulled the energy orb which the Silver Surfer had been freed from. The orb opened up and swallowed Doom.

"Alright, Norrin, now!" Spider-Man yelled.

"No, you can't…you've doomed this world!" Doom yelled.

The transference of power kicked up. The energy waves bombarded Doctor Doom, as the Silver Surfer experienced each dose of power return to him. The man's eyes started to glow as the power cosmic returned to him.

Reality started to return back to what passed for normal.

 _'Great, I'm going to be hearing Doom's screams in my nightmares for weeks,'_ Spider-Man thought. The unsettling screams continued to escalate into new and even more unsettling levels.

Spider-Man dropped down to his knees and took a breath. Was all well? He couldn't really tell to be perfectly honest.

"You've learned a valuable lesson," Silver Surfer said to the malnourished form of Doctor Doom. "It's better to not know the power cosmic, then to know the power cosmic, and have it stripped from you."

* * *

  
Silver Surfer and Spider-Man returned to the city. The herald of Galactus turned towards Spider-Man.

"Thank you, my friend," Silver Surfer said. "I hope Earth finds a way to evacuate the people, because humans do have potential, to grow, and you're one of them."

"Wait, after all of what happened, you're still going to allow Galactus to come here and devour Earth?" Spider-Man asked.

Silver Surfer hung his head for a moment.

"It's not what I allow, my master does what he must to follow the natural order of life," Silver Surfer said. "And once he has his sights set on the world, there's little we can do to stop him."

"You stopped him from devouring your home world," Spider-Man said.

"I was fortunate, he needed a new herald on the day he arrived," the Silver Surfer said. "But unless someone from Earth is willing to offer something he needs, there's no way you can put a stop to him."

The two heroes joined the Avengers and the rest of the heroes.

"We're just going to have to bring the fight to Galactus," Iron Man said.

Silver Surfer's expression turned rather grim.

"You cannot fight Galactus any more than you can fight the stars in the sky themselves," Silver Surfer said. "He will come."

"I saved you from Doom, doesn't it mean anything to you?" Spider-Man asked.

"You would have done so regardless of what is on the line," Silver Surfer said. "I understand what you are."

The eyes of everyone rested on the Silver Surfer. The Herald of Galactus experienced an emotion he seldom felt before, guilt.

"I will speak to Galactus, but I warn you, it will do little good."

"Stall him," Spider-Man said. "I think I have an idea."

He hoped it would work against a force of nature like Galactus.

* * *

  
**To Be Continued on August 14** **th** **, 2016.**

* * *

 

_Doom has been stripped of his power after kicking some ass. But we have a bigger problem, a really big problem. As we have two chapters to go._

_Until next Sunday._


	89. Zero Hero Part Two

Week Thirty-Two Chapter of the Week Poll Is Up at the Blog. So, go ahead and vote. http://webofchaos.blogspot.com/

**Chapter Eighty-Nine: Zero Hour Part Two.**

 

* * *

 

Many elements proved to be true in the universe. Life, death, all of the elements existed no matter what the galaxy entered. Some planets flourished for many years, but others were doomed to death. Those beings who had been around since the beginning of time understood this better than anyone else. They grew numb to the suffering and the problems of others because it was out of their hands.

Galactus arrived at the edge of the Milky Way Galaxy. Compared to many others in the wider intergalactic spectrum, this one registered as rather minor in the grand scheme of everything. It didn't even register a mention in many of the books. A few planets existed, but none were inhabited, except for one.

It was unfortunate; most of the planets which gave Galactus what he needs had inhabitants on it. He didn't bother himself with such petty matters. They would all die out, and be the merest footnote in the history of the universe. The planet eater didn't do what he did out of any malice, or any enjoyment.

The planet eater did what he needed to do out of the barest of needs. Galactus continued the slow descent to Earth. Different beings perceived him in different ways. Many agreed to fear him.  
 **  
**"It approaches, and my hunger strengthens," Galactus said.

The energy of such a young planet was a delicacy to Galactus. The planet eater stopped when a figure jolted out in front of him in a flash. His herald turned up in an instant. Galactus looked at him, unable to comprehend why his herald stood in front of him with such a defiant look in his face.  
 **  
**"What is the meaning of this, Herald?' Galactus asked. "You should understand your place and realize feeding time approaches."

"Yes, master, I understand the need to sate your hunger," the man on the surfboard said.

 

The Herald of Galactus hovered on the surfboard in front of his master. His next few words needed to be picked with the utmost of care. Failure to say what he meant without incurring the wrath of Galactus would be his doom.  
 **  
**"But certainly, if you give me more time to find a world, I can give you one," The Silver Surfer said. He knew he would have to choose it. "Have I not chosen you these worlds which could satisfy your hunger in the past?"

Galactus placed his hand underneath his chin for a long moment. The planet eater looked at his herald.

"You have selected, and your previous selection satisfies all of my qualifications," Galactus said. The planet eater's glare bored into him. "What I fail to contemplate is why you're trying to talk me out of devouring the energies from this planet."

The Silver Surfer clasped his hands around the surfboard, hovering above his enemy.

"The people of this planet, they might seem raw, but they have potential," the Silver Surfer said.

"So did many other planets you hand selected," Galactus said. "But, yet, you haven't told me to spare them. So why the change?"

The Silver Surfer's uncertainty filled his eyes. How could he explain this to his master without seeming weak?

"Herald, you forget you exist only to serve my will," Galactus said. "I have allowed you to warn the inhabitants of this world, given them three day's notice. With this three day's notice, if they could not leave, they will experience the consequences."

The Silver Surfer didn't know what else to say.

"Stand down, herald," Galactus said. "You only have been given a fraction of my overall power."

"The people of Earth are more resourceful than you give them credit for," Silver Surfer said. "They are good people."

Galactus only existed as a force of nature. He only did what he had to do to survive. The hunger was a part of him. He existed because he was a part of the universe.

"Good people perish, bad people thrive, but those labels are relative," Galactus said. "The order of the universe is such where this is Earth's moment to die. None of the planets in this universe have what I require more than it does."

Galactus swept Silver Surfer to one side with the palm of his hand. The power emitting from the hand of the planet eater caused Silver Surfer to propel back an inch.

"Remember your place in the natural order," Galactus said. "You have been loyal….but your emotions are irrelevant."

The Silver Surfer couldn't say anymore, but bow his head. He did all he could.

"If I just had a bit more time…."

"ENOUGH!" Galactus bellowed. The Silver Surfer stood up straight. "You have chosen a planet, you cannot back out. Unless someone on Earth offers me a satisfactory alternative, their unfortunate end has come."

Galactus prepared his equipment, to drill into the surface of the Earth, only to find an energy barrier surround the planet. The planet eater struck against the wall.

"I did warn you the humans were more resourceful than you gave them credit for," Silver Surfer said.

"It is only an annoyance," Galactus said. He would tear through the hard exterior to get to the creamy planet filling inside if need be.

* * *

  
Alura cranked up the power in the Fortress. Kara, Gwen, Sue, and Peter joined her.

"We need all of the power we can get," Alura said. "This force field won't hold for long."

"And the crystals are being overtaxed right now as we speak," Kara said. She brushed the strands of hair away from her face. "So, now what?"

"We don't need to stop him, we just need to stall him," Gwen said. "And Doctor Doom is going to help us...is all of the information about Galactus up?"

"I've scoured the Fortress computer for every bit of data I can find on Galactus, maybe you can do something about it," Alura said.

"We need to give him what he wants, obviously," Peter said.

"You don't mean, you let him rip into the planet," Claire said. Peter placed his hand on her shoulder and frowned.

"Obviously, not," Peter said. He looked over the data, trying to figure out a formula to modify one of Doom's energy rays. "But, we need to create a substitute for the kind of energy he absorbs."

Peter really had a couple of ideas, but he was not sure whether or not they would work.

"He's correct, Galactus isn't a being of malice, he's a being of necessity," Alura said. "He craves the planetary energy found within certain planets….the younger the planet, the more it satisfies his desires. And in the grand scheme of the universe, Earth is a fresh planet. So it will cause Galactus to satisfy his desires better than most."

Peter allowed all of the information to sink in. Moments like this put a lot of pressure on a person. Peter didn't mind, in fact, a part of him thrived on pressure. It ensured the young man accomplished his goals to the letter.

"We're going to have to duplicate the energy in the Earth's core," Gwen said. She thought about it for a long moment. "Easier said than done….we don't know how much of it Galactus needs, though."

"Well, judging by this information," Sue said. The woman signed long and hard as she looked over the information on the screen before her. "Judging by the information on the screen, he leaves the planets pretty well drained. So, we're going to need a lot for him to buzz off."

Kara remained quiet for the longest time, and anyone who knew her would understand how weird it would be for her to remain so silent. She wasn't silent because she had nothing to say. Many thoughts entered her mind. Her body may have worked hard, but her mind worked just as hard at a super fast speed. Those thoughts zoomed around her head at the speed of light.

"Peter?" Kara asked. Peter looked up from the work he was doing. "It's crazy, but I think I have a suggestion."

Peter took a long hard look at her for a second. Kara swept in towards him, a frown spreading across her face.

"Well, if you have a suggestion," Peter said, smiling despite himself. "Then, I'm all ears, because I'm getting nowhere pretty fast."

The loud rumbling sound above him indicated they didn't have much time, and therefore all of the suggestions. Alura turned to man the force field, with the power levels hitting the danger level as they spoke.

"I'm not sure how much more the Fortress can handle," Alura said. The woman adjusted one setting, but one of the crystals started to sizzle. "Galactus will come, and he can't be stopped….so hopefully your plans will work."

"I admit it's a longshot," Kara said. "But, do you think we can find a dimension overrunning with the energy Galactus craves, where he never has to bother us ever again."

Peter's hand went underneath his chin and closed his eyes deep in thought. It was a shot, he'd admit as much. He wondered if it would work, but he thought it would work.

"We're going to have to find it pretty quick," Sue said. "But there are other options."

Gwen, Sue, Kara, and even Claire looked at the Infinity Gauntlet on Peter's arm. Again, the obvious method rested.

"I've been using this a lot lately," Peter said.

He didn't want to become too dependent on the power, but at the same time, desperate times called for desperate measures. Gwen placed her hand on his.

"Desperate times call for desperate measures," Gwen said. Her fingers wrapped around his. The two of them joined hands together. "And you can't deny you've used it pretty well all of the times you've used it."

"It wouldn't have worked with you if you're not worthy," Kara said. She held Peter's hand into hers. A long moment in time passed as the lights in the Fortress flickered around them. "So, are we going to stop Galactus?"

Peter nodded, of course, they were going to stop Galactus. What kind of heroes would they be if they just sat there, and allowed Galactus to roll over the Earth?

They needed to make plans to stop him at all costs.

* * *

  
Carol almost could laugh at the government people who assumed SWORD to be a useless waste of tax dollars. Actually, any politician judging anything to be a waste of tax dollars ended up being the height of amusement to her for various reasons.

The SWORD agents managed to arm themselves with weapons outside of the barrier of the Earth. The barrier cracked, and the barrier broke. A dark cloud started to appear over the planet.

Carol realized time came close to running out. Abigail Brand joined them on the ground, and the leader of SWORD looked ready to draw blood.

"Everyone, fire!" she yelled. "Hit him with everything you have."

The agents on the ground took the modified weapons. They started to fire, bombarding the cloud with pretty much everything they had. The cloud descended on the ground.

Iron Man joined them, in a sooped up suit of armor. He watched when a large machine descended on the ground.

"It's a drill," Iron Man said, with the rest of the Avengers joining him.

"Good, let's smash it!" Hulk yelled.

Jan cast one anxious look downwards and stared towards the drill.

"Something tells me, it won't be this easy," Wasp said. She turned to She-Hulk, who responded by shaking her head. She took a long look at the device. "A device like this would be heavily shielded. It's going to take everything we have to put a dent in it."

"Yeah, we can put a dent in it, so let's do it," Hulk said. He cracked his knuckles.

"Easy, there big guy," Iron Man said. "We don't even know what we're dealing with."

SWORD kept firing on the force of nature which came down upon them. Galactus didn't fight back, but he certainly wasn't affected.

"JARVIS, scan for energy readings," Iron Man said. He waited for a long time. His armor started to hum. "JARVIS, I'm standing here, and I'm not getting any younger, so could you please tell me whether or not…."

"Sir, the energy readings are on no known scale….they are beyond cosmic!" JARVIS said. "There's nothing on Earth which could put a dent on it."

"I don't know, I might be able to take a crack at it."

Everyone's favorite friendly neighborhood web-slinger turned up. Galactus hovered above them. The drilling machine was powering up, and getting ready to bore into the planet.

"You know, if such a dimension exists, I'm willing to find it," Harry said.

"Working on it," Alura said. She took a long sigh. "Kara, Gwen, and Susan are busy working on plan B, do you think you can stall him?"

"Stall, Galactus, no problem, I mean, he's just a force of nature, it should be a piece of cake," Spider-Man said. And here he thought Thanos and Ultron were the two most dangerous things he would have to deal with this month. The web-slinger eyed the drill. "And I know just how to stop it."

"We're going to have to disable the…" Iron Man said, but he stopped.

Spider-Man aimed the power gem at the drill and caused the drill to explode into thousands of little pieces. Hulk looked at him with a combination of envy and awe. He turned to Wasp.

"See, I told you we can smash it!" Hulk yelled. He looked up at the cloud in the sky. It continued to grow in anger. "And people thought I had anger issues."

"What do you mean had?" Iron Man muttered underneath his breath.

Hulk either did not hear that or chose not to say anything.

"We're not out of the woods yet, big guy," Wasp said.

Spider-Man aimed the full power of the Infinity Gauntlet at Galactus. The same tingling feeling from earlier rose up his arm. He closed his eyes to channel the full force of the power and fired at Galactus.

Galactus came down, and manifested from a cloud, into a large and imposing figure. His face carved out of stone, looked older than life itself. The armor he wore proved to be impressive as well.

"You have gotten my attention, humans," Galactus said. "But, I will tell you your attempts to stop me from feeding are rather futile. Earth will die out of necessity. The energy at the core will feed me for years to come."

"No, you really don't know where we've been," Spider-Man said. He pulled a face at anyone wanting to eat the Earth.

"The pollution and decay around this planet might be a deterrent to those with a weaker stomach, but I am of strong constitution," Galactus said. "You humans will destroy your planet, but at least I'm putting it to good use. And while the power of the Infinity Gauntlet is an annoyance, it is not sufficient enough to stop me."

' _Maybe, but maybe it can satisfy you.'_

Galactus started to reassemble the machine, and he returned to a form of vapor. Spider-Man tried to raise his arm and blast him one more time. The blasts only caused Galactus to bend.

The wind kicked up and knocked Spider-Man down to the ground. The web-slinger raised his hand.

 _'What's to stop me from smashing his stupid machine again?'_ Spider-Man thought. He aimed the Infinity Gauntlet at it and fired. An energy field appeared in the machine, repelling the intense energy back at Spider-Man. _'Oh, that explains it.'_  
  
The machine started to go to life and began to drill through the Earth. Time was running short.

Peter made the calculations in his mind. Hopefully, it would work.

* * *

  
Was Earth doomed? Spider-Man didn't know, but he would be willing to consider the fact. He tried not to think of the worst case scenario too hard. The machine became rather dangerously close to drilling into the Earth.

The Avengers started to hit the drill with pretty much everything they had, which included a pair of Hulks, but everything they had couldn't put a dent.

"And the technology is too complicated to hack into, great," Iron Man said. He turned towards Spider-Man to say anything, but he disappeared. "And where's he going."

"I don't think he'd run off," Wasp said. "Maybe he has another plan."

"Hey, if he has one, great, I think we're pretty much all open for suggestions," Iron Man said. He started to lock onto the drill and push all of the energy out of his suit with one concussive blast.

The energy blast struck the drill as hard as possible, not even leaving a dent. Iron Man didn't really know what to do now, but he knew something had to be done and quick.

Spider-Man hated to run from a fight, but he reconciled he wasn't running, he figured out his strategy.

"I hate to be the one which brings it to you now, but Earth is about ten minutes away from getting devoured," Peter said.

"It's ready," Kara said. Peter jumped up in shock. "I'll be over there faster than a speeding bullet."

Sure enough, Kara made her way over with the energy cannon. She didn't really have a chance to test it, but she figured it would do just as much.

"The bad news is, we couldn't find a dimension which would satisfy Galactus," Kara said. "The good news is, we were able to finish the modifications on one of Doom's weapons to bombard him with enough energy."

Spider-Man made his way over. Time started to grind down, and the machine broke through the Earth's crust and was about ready to head to the Earth's core to get the creamy filling inside.

"Galactus, hear me!" Spider-Man yelled. "You must spare Earth."

Once again, Galactus's full body formed from the cloud. His foot settled down on the ground, causing the Earth to shake underneath him. The man redefined larger than life.

"I must spare Earth?" Galactus asked. His rumbling laughter grew to an entirely new and unsettling level. He peered down at Spider-Man with amusement. "You humans are resourceful for managing to stall me for a matter of moments, but….."

"Open wide and say aww!"

Spider-Man pulled the lever from the cannon and bombarded Galactus with the energy he needed. Galactus absorbed the energy. His hunger started to fade the longer Spider-Man bombarded him with the energy cannon.

Galactus raised his arms into the air and growled.

"A decent snack, but not enough to…"

Spider-Man could feel a warm force spread up his arms and the right wave of energy coursed through the Infinity Gauntlet. The energy surrounded Galactus and caused the force of nature to glow.

Galactus stepped back for a long moment.

"So, how are you feeling?" Spider-Man asked.

Galactus took a moment to allow himself to realize what happened. The drilling machine stopped drilling and he looked at him.

"I'm one hundred percent satisfied," Galactus said. The cosmic entity looked down at Spider-Man. "But still, it would be unfortunate to allow a perfectly good planet core to go to waste."

"You mean you're going to still eat the Earth after I….." Spider-Man said, but Galactus started to laugh.

"Just because I'm a great cosmic being, does not mean I'm not capable of humor, human," Galactus said. He waved his hand and the machine lifted out of the Earth. "As thanks, I will not devour your planet. If I ask one favor….could you give me the cannon you created? The journey back is long."

Spider-Man figured it was a good thing he asked only for the cannon and not the Infinity Gauntlet. Galactus reached out to take the energy cannon in his hands. Silver Surfer turned up next to him.

"You are released…..but as punishment for your attempted betrayal, you have been exiled to the planet known as Earth," Galactus said. Silver Surfer nodded in response before Galactus faded out. "Farewell."

* * *

 

Peter just waited on what would happen.

"So, you did it again," Gwen said. She stood next to Spider-Man for a moment. The loud cheers came down to him.

"I didn't do it alone," Peter said. "Earth's greatest heroes joined forces, and they played their own part in bringing Galactus down."

"But, you were the one who stepped into the storm and used the energy weapon," Kara said.

"And I wouldn't have had an energy weapon to use if it wasn't for your girls," Peter said. Kara and Gwen tried not to look too pleased with themselves, but it was hard not to do. "And now…Earth is safe…again."

Peter didn't know what would top the arrival of Galactus, but he didn't want to invoke the law of Murphy. He struck Spider-Man with the fist of vengeance in the past.

"I have to say, you did it, Spider-Man, you really did it this time," Iron Man said. "You managed to throw the one thing at Galactus which even he couldn't do so."

"I'm sure you would have come up with something," Spider-Man said.

"Well, I would have, but the fact you and your harem did, doesn't mean I didn't have to," Iron Man said. "You're one of Earth's greatest heroes."

Wasp turned up and folded her arms. She wasn't the only one who could the meaning of Tony's meaning.

"Oh, if Spider-Man is one of Earth's greatest heroes, then why isn't he in the Avengers?"

Captain America turned up and the original Avenger looked rather thoughtful for a long moment.

"There's no real reason," Captain America said. He looked at Iron Man for a good long minute. "Other than the fact we never had a chance to invite him, wouldn't you say, Tony?"

"No," Iron Man said.

"Spider-Man on the Avengers…oh boy, people are going to have a lot to say about that," Hawkeye said.

"You mean the same people who questioned if you were Avenger material?" Black Widow asked.

"Oh touché, Widow, touché," Hawkeye said.

"Think about it, kid, we could use someone like you on the team," Iron Man said.

"Well, if I'm going to be an Avenger, you're going to have to stop calling me kid, for one thing."

Spider-Man's statement caused some laughter, and even Tony chuckled for a brief moment.

"True, Peter," Iron Man said. "Just sleep over it."

Peter turned to Gwen, who received a text message.

"It's Emma, she wants to know if we're still on for lunch."

* * *

  
**To Be Concluded on August 21** **st** **, 2016.**

_And now Galactus is gone, and it's time for this particular tale of Spider-Man to draw to a conclusion. Until next Sunday._ **  
**


	90. Brave New World

**Chapter Ninety: Brave New World.**

* * *

After the last few days which were, Peter Parker wanted to take a moment to kick back, relax, and just refresh after everything. The young web-slinging hero took a moment to stop and smell the roses. After everything which occurred, he was glad there was a chance for him to kick back and relax. Also, he tended to be the slightest bit suspicious about the quiet which followed.

The most common hazard of dealing with as many hazards as Peter did, or not, you could be the judge. Regardless, he noticed Gwen walk up from behind him. She rested her arms on the back of his neck and leaned towards him to nuzzle her face into it.  
  
"So you've saved the world, again, for about the third time in a month," Gwen said. Peter opened his mouth, but Gwen gently placed her fingers over his mouth to silence him. "And for the record, I know you had plenty of help. You don't need to tell me, I was there."

Peter wished he could relax. If nothing else, there were more than a few reasons to relax. There were also more than a few reasons to worry about the future after Galactus finished. The last few weeks told him one thing.  
  
"It feels like there's some kind of storm brewing and not the good kind."

Gwen smiled, and she brushed Peter's hair away from his eyes. She stepped in front of him, wrapping her arms around him with a kiss. The two of them pressed lips against each other, their tongues entangled with each other.

She pulled back after a second, allowing Peter to catch his breath. She grinned as her eyes met his.  
  
"Well, the bad guys are going to step up their games," Peter said.

"And you're really stepping up yours as well."

Gwen and Peter turned around to the source of the voice. Kara turned up next to him. She looked to be in pretty good spirits. Peter turned towards Kara and raised his eyebrow at her. Kara decided to go forward and throw her arms around Peter. The two of them exchanged a kiss with each other.

Peter could tell Kara was in a pretty good mood, with the way she worked her tongue into his mouth. He worked his hands down her back, cupping underneath her skirt. She pulled back.  
  
"And suddenly, I'm feeling a little left out," Gwen said. She folded her arms and stuck out her lip in a teasing little pout.

"Oh, poor baby," Kara said. She made her way closer and wrapped her arms around Gwen. "I'm going to have to help you out."

Kara's lips pressed against Gwen's in a sensual kiss. The two of them looked to be at ease with each other, their tongues tangling together with each other.

"So, are we good now?" Kara asked.

"Yes, we're good," Gwen said. She stole one last kiss on Kara's soft lips.

With the exchange out of the way, Peter held the Infinity Gauntlet in his hand. The young web-slinger thought about the power the gauntlet held constantly.  
  
"You know, I'm beginning to see why this thing caused so many problems in the universe," Peter said.

"It's like you're holding live fire in your hand, isn't it? "Kara asked.

Peter nodded, thinking Kara hit the nail on the head very well. The power coming from the gauntlet called to him. Almost too much, and Peter understood why Thanos was driven so mad in the question. The tyrant may have perished, but the lessons the man gave them continued to be learned time and time again.

Peter understood what he wanted to do and it was a really big decision, to be honest.  
  
"I have to store this somewhere," Peter said. "Getting rid of it is a bad idea, but….having it on me at all times is starting to mess with my mind."

Kara and Gwen stared him down, with their eyebrows raised. Peter wondered if he made a mistake. The power of the gauntlet tempted him, he could be anything he wants.  
  
"You think I'm insane don't you?" Peter asked.

"No, not really, it shows how worthy you are of the power if you don't give it up," Kara said. "And I thought you'd might want to give it up…but not completely give it up, so I have an idea."

"And how long have you been working on this idea?" Peter asked.

"Well, knowing her, it's been boiling in her devious little mind for a while yet," Gwen said.

Kara's lips curled into a knowing smile. She brushed strands of blonde hair away from her face.

"Love the fact you consider me devious, but you can be pretty wicked yourself when you want to be."

Gwen smiled, and Kara decided to pull out the container from her bag. The make of the container looked extremely practical. It resembled a vacuum cleaner in some ways.

The three of them walked up the stairs of their temporary headquarters. Actually, it wasn't too bad, but most certainly it didn't have the wide open spaces of the Helena Wayne penthouse they spent a fair amount of their time in.  
  
"You just slip the gauntlet inside the cylinder container," Kara said. "The container will shrink into a pocket dimension where it will be stored there. And by using the crystal key, which is hooked to your DNA, you can access it. Simple, right?"

With the explanation of how the item worked out of the way, Peter pulled the Infinity Gauntlet off of him quickly. Pulling off the gauntlet made him feel like he removed one of his limbs. A feeling which he didn't want to feel.  
  
"Well, you know what they say," Peter said. "Far easier to take power, then it is to let power go."

The young man slipped the Infinity Gauntlet. Kara handed him a miniature crystal, and he placed it inside the keyhole.

The Infinity Gauntlet, along with the gems, locked inside of the glass chamber. The chamber slowly shrank before their eyes, until it reached beyond microscopic levels. Then it vanished, with the crystal heating up in Peter's hand.  
  
"The crystal will glow a steady blue until the gauntlet is in danger," Kara said. "And when the gauntlet is in danger, it will turn to red, you know, red for danger."

Peter was well aware of the fact red meant danger. After spending less than a minute to ask Kara whether or not there would be any chance whether or not someone would find the gauntlet in a pocket dimension, Peter made the executive decision.  
  
 _'You know, for once in my life, I'm not going to try and tempt fate,'_ Peter thought.

Almost as if Kara read his thoughts, she reached in and touched her hand upon his shoulder. Peter turned towards her, with an eyebrow raised in response.  
  
"There's always a chance for things to go wrong, as we've found out in the worst ways. But I think if you keep the crystal close to hand, you should be fine."

Peter thought it was fair enough. He needed to head to Avenger's tower to see if this Avenger thing was for real or just something offered to him the spur of the moment. On one hand, Peter thought being a part of the elite squad of heroes would be something.

On the other hand, Peter wondered if it would compromise doing his own thing. Thoughts entered his mind, and he would have to talk to Tony.

* * *

Tony Stark understood the need to change. He tried to think about five or six steps ahead of his enemy. Sometimes it worked and other times, it didn't work. And many times, Tony outsmarted himself and put himself, along with the rest of the Avengers into some pretty hot water. Regardless of the circumstances, one couldn't deny the Avengers had come a long way since those humble beginnings.

The Avengers needed to beef up their numbers, and put in a few calls for some reserves. The top of everyone's list happened to be Spider-Man, although there were a few other names.  
  
"Then again, he wasn't allowed in the group without some controversy, not as much as you'd think, though," Tony said. "I'm not sure if Clint was arguing against him as much as playing the devil's advocate, because let's face it, someone had to."

If you condemned the Avengers for being a bit independent and being a bit bullheaded, there went about eighty percent of the team.

_'Might be a charitable figure, to be honest.'_

Spider-Man entered Avengers tower. Tony watched him enter the tower, a frown spreading across his face.  
  
"You know, it is a casual day at Avengers tower," Tony said. "There's really no need for you to walk in here in your Spider-Man best."

"Just because of us broadcasted our secret identities in a big press conference, doesn't mean all of us want our identities broadcasted to the world to see," Peter said. "And you know, despite the fact every smart ass with a smartphone wants to take pictures of every moment of my life, there's no need to roll out the red carpet and make the Spider-Man expose too much easier."

Tony understood where he came from. To be young again…actually, Tony didn't want to be young again. All of his stupid early twenties mistakes were somehow worse than all of his stupid in his thirties mistakes.

A genius could make bigger mistakes than many, especially when he outsmarted himself. Tony found himself backed against the wall.  
  
"Well best of luck keeping up with it," Tony said. "I mean it all it all serious, but I hope you keep up the level of optimism when the world takes a turn for the worst."

"Well, it makes two of us," Spider-Man said. "But, aren't you going to give me the grand tour?"

Tony patted Spider-Man on the shoulder and escorted him into the tower. Jan waved to him with a bright smile on her face. A few other Avengers made their way around the tower.  
  
"Hulk and Thor are out for the day, it's why the tower is so quiet," Tony said.

Spider-Man cracked into a smile. The tower looked to be outfitted out. Tony escorted him into a large wing of the tower.  
  
"So, as you might know, I have way too much room, so I didn't think I would waste any by rolling out the red carpet for you."

The young man found himself blown away by the immense room. It allowed him plenty of room to stretch his legs and more than a place to hang his hat. A miniature lab and shower suite stretched from every direction as far as the eye could see.

Peter opened his mouth, not knowing quite what to say, to be honest. Tony decided to break the ice with a chuckle.  
  
"And yes, I'll answer the question, all of this is yours," Tony said. "It really isn't much when you think of it, but…it's all yours."

After all of what he offered him, Peter found himself rather hard to say no. Well, he could say no, but being an Avenger, even a part-time Avenger, had its membership benefits.  
  
"Well, since you twisted my arm, I'm going to have to say yes," Spider-Man said.

Tony reached forward and shook his head.  
  
"I'd welcome you to the Avengers and say I hope you survive the experience," Tony said. "But, there's another team who would take offense to me ripping off their intellectual property. And Stark Industries has more than enough trouble with all of the paternity suits coming my way."

Peter laughed at Tony's attempt to lighten the mood. He stopped laughing, wondering if Tony was kidding, or he was being serious. With Tony Stark, it was hard to tell.

Captain America walked over to join them as well. He extended a hand and allowed Spider-Man to shake it.  
  
"Welcome to the Avengers, Spider-Man."

_'If I thought I was going to be shaking hands with Captain America, and being welcomed to the Avengers, I thought I would lose my mind.'_

* * *

After the grand tour of Avengers Mansion, Peter and Gwen made their way up to Emma's penthouse suite. The woman in question waited for them with a smile on her face. The sultry grin grew even more so. She dressed in a black leather skirt and a nice button up blouse. A couple of buttons had been undone, but not enough where it looked to be too insane.

It was still unbuttoned enough to showcase her cleavage. Regardless Emma extended her hand forward and shook Gwen's hand. She did the same to Peter and leaned towards him, pressing her breasts against his arm with a smile.

"You are the talk of the entire campus, darling," Emma said. She licked her lips with hunger when she looked Peter over. "First, you save the entire world, and then you join up with the Avengers….and I'm sure the offers are going to come in now."

"Yes," Peter said. "But I understand you're going to make me an offer I can't refuse."

"Yes," Emma said. She turned around and her skirt rose up a little bit. Not enough for Peter to see anything mind you, but more than enough for Peter to get a hint of what was underneath. "The two of us should go up to my quarters…there's much more room up there for us to discuss what we need to discuss."

She put a nice little sashay in her walk, her hips swaying back and forth. Peter watched her hips move back and forth. It was difficult not to take a good, long, look at her tantalizing ass when it swayed back and forth, especially in front of his face. Peter watched every inch of it.

"She's rather subtle," Gwen said.

Peter thought if Emma wanted to be subtle, she would be subtle. She was sick of being subtle, rather she wanted to get what she wanted and she would take it tonight.

The two of them made their way into the next room. Emma stopped for a second.

"I realize I should have struck before everything went down," Emma said. She looked him in the eye and placed her hands on his knees. "Now, you're going to be a very busy man, and I wouldn't dare interrupt with your new responsibilities with the Avengers."

Emma flickered her tongue when she looked at him. She smiled and leaned towards him, allowing Peter and Gwen to get a nice glimpse of her really fully cleavage.

"But, so many of the girls would be disappointed if they didn't see their hero show up in all of his glory," Emma said. She ran her fingers down his abdomen. "And you know, I'd do pretty much anything to make sure all of their dreams became a reality."

Emma cupped his crotch in her hand. Gwen leaned towards her and looked into her blue eye.

"You just wanted Peter to come here and make love for you," Gwen said.

"No, it wasn't my intentions," Emma said. "I want Peter to come here and fuck me like the dirty slut a lot of people think I am."

Gwen raised her eyebrow, and Emma decided she better clarify. She looked deep into the eyes of the other blonde, a smile rising from her face.

"A lot of people believe I'm nothing but some tart who opens her legs for every rich man," Emma said. "On the contrary, I allow these men to think I've slept with them for extortion purposes, it's all mind over matter. And a mind can be open to suggestions, especially a very weak mind like some of the people I've extorted."

Gwen and Peter figured as much. Someone of the power set of the White Queen would not sleep with anyone she didn't want to, just for business reasons. She would slip a mental suggestion in their mind, while chilling in the corner, doing a crossword puzzle.

"A couple have been worth it, and they have been, adequate," Emma said. "But no more than you can count on your hand, and I doubt they haven't been spectacular, amazing, and sensational."

Peter leaned on in and captured her lips in an intense kiss. Emma opened her mouth, to accept his tongue pushing into her mouth. Finally, she mused, it took long enough, to be honest, but they did play her about as much as she played them.

Emma's eager hands started roaming Peter's hard, fit, body. She made her way down, but Gwen pulled her away.

"Don't think I'm letting you get away without paying tribute to me," Gwen said. "You stick your tongue down a girl's boyfriend's throat, and you don't expect her to get a piece of the action. I don't fucking think so."

Grabbing Emma around the face, Gwen responded with some hot and heavy tongue action of her own. Her tongue pushed down Emma's throat. Emma started to moan, as Gwen used her tongue to molest her tonsils. A heated feeling came over Emma's body.

Peter watched the hot sight around him. He could barely keep his head up and his manhood down. Emma reached behind her and placed her hand on his crotch. The suit retracted for a minute.

 _'So, when you wear that suit, you're technically functionally naked,'_ Emma thought.

 _'In a matter of speaking,'_ Peter thought.

 _'Kinky….oh I know you had such a big….personality.'_  
Emma wrapped her hand around Peter's stiff prick. She pumped her hand up and down, while she continued to kiss Gwen.

Peter closed his eyes to appreciate Emma's hand pump and down on him. His cock started to throb.

"Damn, Emma," Peter said.

Emma turned around and smiled. She leaned down and gave Peter's head a nice little lick. His cock jumped up in her hand when she licked it. A couple more licks and Emma smiled, knowing what she had to do. The gorgeous woman leaned down, capturing the tip of Peter's head in her mouth.

She started to suckle his cock head, bringing it deep into her waiting mouth. Emma's lips wrapped around him, as she edged him past them, and deeper into her mouth.

"Oh, can you take it all in?" Gwen asked.

Emma looked up at him, with a naughty expression in her eyes. She slurped down on his cock, swallowing it, and bringing it deep into her throat.

"Damn, oh, damn," Peter said.

Her nails dug into his thighs, and Emma started to rock her mouth up and down on his tool. She sucked on his massive prick, bringing all twelve inches of him into her throat.

Emma covered him with salvia. She swirled her tongue around the manhood, and pulled away from him.

"Good, you're ready," Emma said. "I wanted you as hard as you could get."

Emma turned around, and her skirt flipped up. Just as Peter thought, she wore no panties.

"You dirty slut!" Peter yelled. He smacked her on the rear, as she wiggled it in his face2.

"Yes, Peter, I can be your dirty slut, "Emma said. "Why don't you punish this bad girl, and stick your nice hard cock, in my nasty twat, and fuck me like an animal."

Peter throbbed at her dirty talk. He lined himself up with her dripping pussy. The juices allowed him a nice look at the treasure which awaited him.

Emma experienced his throbbing cock pushing into her tight pussy. Every inch of his long, powerful, manhood stretched her out.

"Jesus, Emma, you're tight for such a slut."

Gwen removed Emma's top, and allowed her jugs to be released. The woman brushed her nipples.

"Good, good, I don't give up the goods for just anyone," Emma said. Her hips twitched when he slammed into her. "Don't be gentle, I'm a dirty slut, I need to be punished."

Gwen removed her pants, and her panties, revealing her dripping pussy. Emma grabbed her hips and pushed her tongue into Gwen's dripping hot pussy.

"She's good at eating pussy," Gwen said. Her hips rose, when Emma drove her tongue into her hot snatch. "We might have to keep her as a pet."

 _'Oh, are you going to get me a collar and a leash?'_ Emma asked. She swirled her tongue between Gwen's legs, taking in the dripping juices. _'Because, you're making me hot, just thinking about it.'_

Peter held onto her hips and pumped inside her. The sounds Gwen made spurred Peter on further to drill her.

"I think it's time for you to cum," Peter said.

 _'Play with my big slutty tits, it will make me cum faster,'_ Emma said. She tried to bombard the pleasure centers of his mind, but he responded by overwhelming her through the sheer force of will.

Peter drilled her pussy with his cock, and reached over. He squeezed her breasts, which caused her hips to clench around him. Her pussy muscles milked his incoming rod.

"You won't kidding," Peter groaned.

Emma's pussy muscles milked him, but Peter forced his way into her. He would control her pussy, and make her his. His hard thrust brought into her body.

The White Queen made sure she ate Gwen's pussy with the worship it deserved from her. Emma found all of her pleasure points, and hit them. Gwen screamed, grabbing Emma's hair and forcing her face down between her dripping thighs.

Emma finished eating Gwen to an intense orgasm. Her tongue swirled inside her pussy and brought her to her peak.

Peter pulled his cock out of her pussy and smiled.

"Turn around, I want to see you the next time you cum."

Emma rolled over, and walked towards Peter. She pressed her large breasts against his muscular chest, and grinded her sopping wet cunt over his massive prick. His cock ached, and she slid down onto him.

"Oh, this is the perfect ride, honey," Emma said.

Emma wrapped her inner muscles around Peter, and brought herself down on his cock. She bounced as high as possible, and then brought herself down onto his manhood. Her walls clenched him and worked him over.

"So good, Emma, you're so good," Peter said.

"Mmm, I know, I'm so good, at being so bad," Emma said. "Squeeze my tits, baby, you know you want to."

Gwen walked over, seeing Emma's tight asshole bouncing out. She had a wicked idea. Her tongue fluttered against Emma's puckered hole.

"You're a naughty bitch!"

Emma cried as Gwen tongued her asshole when she bounced up and down on Peter's cock. His hands grabbed her tits.

Peter molded her tits with his hands. He squeezed them, either they were real, or she had one of the most skilled surgeons on the planet. Regardless, he didn't care.

"Yes, squeeze them, every inch of my tits, belong to you," Emma said. She rode him up and down like a pro. "But, I really want your seed….I want it in me….I don't care how much, I don't care what it does to me….I need it."

Emma bounced up and down, her calves hitting his balls. The look of bliss on her face caused Peter's cock to throb within her body.

"You wouldn't want to disappoint me would you?" Emma asked. "You want this meeting to end….with a bang, don't you?"

Emma pressed Peter's face in between her tits. He suckled her nipples, which caused her to moan. He kissed all the way on the collarbone, biting her on the neck.

"Now everyone will know this bitch belongs to me," Peter said.

Emma closed her eyes, rolling her head back with a powerful moan. She rolled her hips down onto his thick rod.

"Yes, I belong to you, my body, my pussy….."

"Your ass," Gwen said.

"Yes, my ass, especially my ass, it belongs to you," Emma said. "If you want to fuck my ass….."

"I do," Peter said.

"Cum in me, and I'll give you my ass," Emma said. She ground up and down on him. "Shoot your webbing in me, Spider-Man, make me all nice and sticky."

"You're not the first person to..."

Peter's words faded with a groan, and he fired his load into Emma. Her tight pussy finally caused him to tap out.

Emma pushed herself onto him, wrapping her firm legs around his waist. His balls emptied their thick cum into her body. Emma ground her pussy down onto his manhood, wrapping her arms around his neck.

"Perfect, excellent, wonderful," Emma said. She ground her hot hips down onto his body. "So, fucking great….YES!"

Emma's dripping hot pussy oozed cum when she pulled off of him. She turned around and rubbed her asshole around Peter's cock.

"Good thing Gwen made it all nice and wet….and you're hard already, well aren't you the proper little spider stud?"

His thick cock slid between Emma's hot ass cheeks. She closed her eyes when she brought herself down on him.

Gwen made her way down between Emma's legs and pressed her fingers against her clit, rubbing it.

"Your orgasms belong to us, bitch," Gwen said.

Emma agreed to be honest. His thick, monster of a cock, split her apart. She grinded her tight buns onto him, pushing herself all the way up, and bringing herself down as well. She rode his cock, burying it in between her cheeks.

"Damn, Emma, you feel like a furnace," Peter said.

The boiling feeling coming from his balls indicated he was going to cum. Her tight buns wrapped around him.

"You've been where no man has ever been allowed," Emma said. "You naughty spider, you've taken my anal virginity….but it's so worth it!"

Peter agreed with her, it was really worth it. His thick cock speared into her tight ass, and he pushed into her. Her depths made him close his eyes, and his cock twitched. His balls ached the further he pushed himself into her.

"Cum, you'll make more," Emma said. "You never run out of this webbing."

Peter slammed his thick cock into her ass over and over again. His manhood penetrated her hot ass, working inside her.

"Yes, I'm going to cum….."

"Do it then," Emma said. "Never hold back, give me everything."

Peter thrust hard into her ass. His balls throbbed with need, the need to release. He pushed himself into her ass.

Gwen smiled as she put enough pressure on Emma's clit to cause her to scream.

The screaming force of the orgasm caused Peter to be pushed over the edge. He thrust his cock into her ass and spilled the contents into her ass.

Emma ground down, releasing his thick cock between her anus. She pumped him several times, before coming down from his orgasm.  
  
Emma collapsed on the bed in a daze. She couldn't believe what happened. Her mind didn't function as well as it should have, but she would recover. She smiled when Peter and Gwen hovered over her with a predatory grins on her face.

"Well, it's selfish to deprive the girls of the wealth, isn't it?" Emma asked.

"Since when has the devious White Queen been a selfless person," Gwen said.

Emma responded with a wicked grin.

"Tax write-off purposes," Emma said.

"So, everything is for a reason," Peter said. Emma leaned in and gave him another hungry kiss on the lips, which told Peter one thing and one thing only. She wasn't done with him, not yet, not by a longshot.

* * *

Swinging over the city streets gave Spider-Man a nice little rush. The web-slinger kept himself swinging from rooftop to rooftop with a big smile on his face. Was there a better feeling in his life? If there was, he didn't know anything about it. The web-slinger dropped down onto the nearby rooftop, and peered out on the city streets.

_'So, one chapter ends, and another chapter begins.'_

After so many world-class, world-crushing threats, the simpler things were really good for Spider-Man. And one constant he could remember happening would be in fact, Shocker.

_'Good old Herman always will have time for you, even when I'm running with the Avengers.'_

Shocker blasted the door off of the bank.

"Finally."

"Insanity is defined by trying the same thing repeatedly, and expecting different results."

Shocker spun around and noticed Spider-Man hanging there.

"Hey, Spider-Man, guess I should congratulate you for being an Avenger," Shocker said. "But you know something, you should congratulate me."

"Why?" Spider-Man asked.

"Because, I'm going to be a guy who knocks off an Avenger," Shocker said. He lifted one of his gauntlets and fired at Spider-Man.

The web-slinger dodged the attack, avoiding Shocker's gauntlet. He started to bounce away from the attacks.

"You know, I'll give you credit for shooting for the stars," Spider-Man said. He jerked on the line of webbing and caused Shocker to fall flat on his face. "But, I shouldn't give you too much credit, the last thing I want is for it to all to go to your head."

Shocker landed face first onto the ground and started to curse a blue streak.

"Nice to see some things never change."

Spider-Man disabled the Shocker's vibro-gauntlets and swung down, smashing the point of his fist into the enemy's chest. The web-slinger dropped him down to the ground, and curb stomped him hard.

A few bystanders cheered Spider-Man.

"Guess, you're going to have to try it again, Shocker," Spider-Man said. "One day, you're going to get it right."

Shocker groaned, having been beaten again. Spider-Man rose up and continued his patrol in New York City.

 _'Almost feel bad for the guy,'_ Spider-Man thought. _'But he does bring it onto himself.'_

The web-slinger swung off into the night. The sun was beginning to set in New York and darkness came down. It would be a brand new day tomorrow, and many new adventures would come with them.

Whether or not the world would ever hear of them, Spider-Man didn't really know. Only time would tell. Regardless, he braced himself for what would come, if they would come. In some ways, he thought things stepped up to an entirely new level.

_'Bring it on.'_

Spider-Man disappeared into the night, as quickly as he came. Ready for what would happen next.  
 **The End.**

* * *

_So, it's time to take this story off the road, and wrap it up. Given this was supposed to be forty chapters originally(and then fifty-two chapters), ninety chapters really isn't that bad._

_The adventure most certainly continues even after this has been posted._

_So, that wraps up Side Effect, and we end with a bang. Oh, and Shocker as well, because he has to get his ass kicked one more time. He can be pretty competent, but he has the most unfortunate codename ever._

_So, is there anything for Spider-Man in the future? Well, I have some ideas, but I'm not going to say anything for fear of jinxing it._


End file.
